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

                                    FORM 10-K

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

For the fiscal year ended                          December 31, 2002
                          ------------------------------------------------------
                                       or
     [ ]  Transition  Report  Pursuant to Section 13 or 15(d) of the  Securities
Exchange Act of 1934

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)


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

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

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

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

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2) [ ] Yes [X] No

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common  equity,  as of
the last day of the registrant's most recently  completed second fiscal quarter:
Not applicable.  There is no established market for units of limited partnership
interest in the registrant.


<PAGE>


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

                                December 31, 2002

                                TABLE OF CONTENTS

Item                                                                       Page

PART I

1. Business                                                                 3-4

2. Properties                                                                 4

3. Legal Proceedings                                                          4

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

PART II

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

6.   Selected Consolidated Financial and Operating Data                       5

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                   6-10

7A.  Qualitative and Quantitative Disclosures About Market Risk              11

8. Consolidated Financial Statements and Supplementary Data 12-34

9. Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                     35

PART III

10. Directors and Executive Officers of the Registrant's General Partner  35-36

11. Executive Compensation                                                   36


12.  Security Ownership of Certain Beneficial Owners and Management          36


13.  Certain Relationships and Related Transactions                          37

14. Control and Procedures                                                   37

PART IV

15. Exhibits, Financial Statement Schedules and Reports on Form 8-K       37-38

SIGNATURES                                                                   39

Certifications                                                            40-44


<PAGE>


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

                                December 31, 2002

PART I

Item 1.  Business

General Development of Business

ICON  Cash Flow  Partners,  L.P.,  Series E (the  "Partnership")  was  formed in
November  1991 as a Delaware  limited  partnership.  The  Partnership  commenced
business  operations  on its  initial  closing  date,  July 6,  1992,  with  the
admission of 13,574.17 limited  partnership  units.  Between July 7, 1992 and to
July 31,  1993 (the  final  closing  date),  596,837.34  additional  units  were
admitted bringing the total admissions to 610,411.51 units totaling  $61,041,151
in capital contributions. From 1994 through 2002, the Partnership redeemed 2,556
limited   partnership  units  leaving  607,855.51   limited   partnership  units
outstanding at December 31, 2002. The sole general partner is ICON Capital Corp.
(the "General Partner").

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

Segment Information

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

Narrative Description of Business

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

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


<PAGE>


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

                                December 31, 2002

     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, 2002 and 2001,  the  Partnership  did not
finance or purchase any new equipment.

     The lease of an aircraft to Aerovias de Mexico, S.A. de C.V. ("Aeromexico")
represents  more  than  10% of the  Partnership's  revenue  for the  year  ended
December 31, 2002.  The carrying value of the  Aeromexico  aircraft  represented
approximately 62% of the Partnership's assets at December 31, 2002.

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  Company,  from  time-to-time,  in the  ordinary  course  of  business,
commences  legal actions when  necessary to protect or enforce the rights of the
Partnership. We are not a defendant party to any litigation and are not aware of
any pending or threatened litigation against the Partnership.

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

     No matters  were  submitted to a vote of security  holders  during the year
ended 2002.

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,

                                            2002                      2001
                                            ----                      ----

          Limited Partners                  3,721                    3,736
         General Partner                        1                        1


<PAGE>


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

                                December 31, 2002

Item 6.  Selected Consolidated Financial and Operating Data
<TABLE>
                                                                Year Ended December 31,
                                                                -----------------------

<CAPTION>

<S>                                     <C>              <C>             <C>            <C>               <C>
                                        2002             2001            2000           1999              1998

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


Total revenues                   $      5,853,738  $    5,387,932  $     6,532,679  $   10,203,685  $    10,087,667
                                 ================  ==============  ===============  ==============  ===============

Net income (loss)                $      2,301,648  $   (1,395,324) $       396,430  $    2,242,510  $     1,047,706
                                 ================  ==============  ===============  ==============  ===============

Net income (loss) allocable
  to limited partners            $      2,278,632  $   (1,381,371) $       392,466  $    2,220,085  $     1,037,229
                                 ================  ==============  ===============  ==============  ===============

Net income (loss) allocable
  to the General Partner         $         23,016  $      (13,953) $         3,964  $       22,425  $        10,477
                                 ================  ==============  ===============  ==============  ===============

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

Net income (loss) per
  weighted average limited
  partnership unit               $          3.75   $        (2.27)  $          .65  $         3.65           $ 1.71
                                 ===============   ===============  =============== ==============  ===============

Distributions to
  limited partners               $      2,594,024  $    1,356,383  $     3,672,173  $    4,381,933  $     7,755,553
                                 ================  ==============  ===============  ==============  ===============

Distributions to the
  General Partner                $         26,202  $       13,564  $        37,091  $       44,258  $        78,338
                                 ================  ==============  ===============  ==============  ===============


                                                                    December 31,
                                -----------------------------------------------------------------------------------
                                       2002             2001            2000            1999             1998
                                       ----             ----            ----            ----             ----

Total assets                    $     22,507,394 $    32,783,624 $     46,154,746 $    64,830,618 $      86,918,230
                                ================ =============== ================ =============== =================

Partners' equity                $      8,295,706 $     8,614,284 $     11,379,555 $    14,692,389 $      16,876,070
                                ================ =============== ================ =============== =================

</TABLE>



<PAGE>


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

                                December 31, 2002

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  24%,  8%, 67% and 1% of total  investments  at December  31, 2002,
respectively,  and 31%,  17%,  51% and 1% of total  investments  at December 31,
2001,  respectively.  The  Partnership  did  not  finance  or  purchase  any new
equipment in 2002 or 2001.

     Forward-Looking  Information - The following discussion and analysis should
be read in conjunction with the audited  financial  statements  included herein.
Certain   statements   within  this  document  may  constitute   forward-looking
statements made pursuant to the safe harbor provision of the Private  Securities
Litigation  Reform Act of 1995. These statements are identified by words such as
"anticipate," "believe," "estimate," "expects," "intend," "predict" or "project"
and similar  expressions.  This information may involve risks and  uncertainties
that could cause actual results to differ  materially  from the  forward-looking
statements. Although the Partnership believes that the expectations reflected in
such  forward-looking  statements  are  based on  reasonable  assumptions,  such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ materially from those projected.

Critical Accounting Policies


     The policies  discussed  below are considered by the General  Partner to be
critical to an understanding of the Partnership's  financial  statements because
their application  places the most significant  demands on the General Partner's
judgments,  with financial  reporting  results  relying on estimation  about the
effects of  matters  that are  inherently  uncertain.  Specific  risks for these
critical accounting policies are described in the following paragraphs.  For all
of these  policies,  the General  Partner  cautions  that future  events  rarely
develop  exactly  as  forecast,   and  the  best  estimates   routinely  require
adjustment.


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

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



<PAGE>


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

                                December 31, 2002

Related lease rentals are recognized on the straight-line  method over the lease
terms. Billed and uncollected  operating lease receivables are included in other
assets. 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 term.

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

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


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


Results of Operations

Years Ended December 31, 2002 and 2001

     For the years ended December 31, 2002 and 2001, the Partnership did not
finance or purchase any new equipment.

     Revenues for the year ended December 31, 2002 were $5,853,738, representing
an increase of $465,806  or 8.6% from 2001.  The  increase in revenues  resulted
primarily  from  an  increase  in  miscellaneous  income  of  $2,017,763,  which
represents a one-time  adjustment due to a revised  estimate of residual sharing
values.  Income from  unconsolidated  joint ventures also increased by $366,660.
This increase resulted  primarily from the reversal of a provision for bad debts
of $268,834 in 2002 by an underlying joint venture, ICON Receivables 1997-A LLC,
as compared to a provision for bad debts of



<PAGE>


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

                                December 31, 2002

$1,825,000  being recorded by this venture in 2001.  Offsetting  these increases
was a decrease in finance income of $2,007,890.  Finance income decreased due to
the reduction in the average size of the finance lease portfolio.


     Expenses for the year ended December 31, 2002 were $3,552,090, representing
a decline of  $3,231,166  or 47.6% from 2001.  The decline in expenses  resulted
primarily  from a reduction in the provision for bad debts or  $2,862,304.  As a
result of an analysis of  delinquencies,  an  assessment  of overall  risk and a
review of historical  loss  experience,  the allowance was adjusted  downward by
$700,000 in 2002. Additionally,  interest expense decreased by $904,293 in 2002.
The decrease in interest  expense  resulted  from a decrease in the average debt
outstanding  from  2001 to 2002.  In  addition,  management  fees  decreased  by
$182,449 and administrative expense reimbursements  decreased by $145,465.  Both
were a  result  of the  reduction  in the  average  size  of the  finance  lease
portfolio.  These decreases were partially offset by an increase in depreciation
expense  of  $428,839.  The  increase  in  depreciation  was due to a change  in
estimate (reduction) of a residual value of an aircraft in the fourth quarter of
2001 as well as the  depreciation  on  equipment  that was  reclassified  from a
finance lease to an operating  lease.  Additionally,  minority  interest expense
increased by $513,588. This increase resulted from an overall increase in income
in one of the Partnership's consolidated joint ventures.


     Net  income  (loss)  for the years  ended  December  31,  2002 and 2001 was
$2,301,648  and  $(1,395,324)  respectively.  The net income (loss) per weighted
average  limited  partnership  unit was  $3.75  and  $(2.27)  for 2002 and 2001,
respectively.

Years Ended December 31, 2001 and 2000

     Revenues for the year ended December 31, 2001 were $5,387,932, representing
a decrease of $1,144,747 or 17.5% from 2000.  The decrease in revenues  resulted
primarily  from a  decrease  in  finance  income  of  $924,152.  Finance  income
decreased  due to the  reduction  in  the  average  size  of the  finance  lease
portfolio.  Additionally, the gain on sales of equipment decreased $185,469. The
decrease in gain on sales of equipment resulted from a decrease in the amount of
equipment sold where the proceeds  received were in excess of the  Partnership's
carrying value. In addition,  the loss from investments in unconsolidated  joint
ventures increased by $122,857. The increase in the loss resulted primarily from
a provision for bad debts of $1,825,000  being recorded in 2001 by an underlying
joint venture, ICON Receivables 1997-A LLC, as compared with a provision for bad
debts of $850,000 being recorded by this venture in 2000.


     Expenses for the year ended December 31, 2001 were $6,783,256, representing
an increase of $647,007 or 10.5% from 2000.  The  increase in expenses  resulted
primarily  from an  increase  in  depreciation  of  $537,172.  The  increase  in
depreciation was due to a change in estimate  (reduction) of a residual value of
an  aircraft  in the  fourth  quarter  of 2001 as  well as the  depreciation  on
equipment  that was  reclassified  from a finance  lease to an operating  lease.
Additionally, the provision for bad debts increased by $1,662,304. The provision
for bad debts increased as a result of determinations  made to adjust the levels
of reserves required.  These determinations were the result of the Partnership's
ongoing analysis of delinquency trends, loss experience and an assessment of the
overall  credit  risk.  Amortization  of  initial  direct  costs and other  also
increased by $123,205.  The increase in this expense was due to the amortization
of  loan  origination  fees  incurred  by  ICON  Receivables   1997-B  LLC,  the
Partnership's




<PAGE>


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

                                December 31, 2002

     majority owned joint venture.  These  increases were partially  offset by a
decrease in  interest  expense of  $674,083.  The  decrease in interest  expense
resulted from a decrease in the average debt  outstanding  from 2000 to 2001. In
addition,  management  fees  decreased  by $210,941 and  administrative  expense
reimbursements decreased by $119,193. Both were a result of the reduction in the
average size of the finance  lease  portfolio.  Minority  interest  expense also
decreased by $573,165 to income of $460,987.  This resulted from an overall loss
in one of the Partnership's consolidated joint ventures in 2001 versus income in
the consolidated joint venture in 2000.

     Net  (loss)  income  for the years  ended  December  31,  2001 and 2000 was
$(1,395,324)  and  $396,430,  respectively.  The net (loss)  income per weighted
average  limited  partnership  unit was  $(2.27)  and  $.65  for 2001 and  2000,
respectively.

Liquidity and Capital Resources


     The Partnership's  primary sources of liquidity in 2002, 2001 and 2000 were
net  cash  provided  by  operating  activities  of  $5,255,183,  $8,300,201  and
$9,256,495,  respectively,  and proceeds from sales of equipment of  $2,394,019,
$738,728 and  $2,159,942,  respectively.  These  proceeds were used to fund cash
distributions and debt repayments.

     The  Partnership's  notes payable  consisted of $11,352,510 of non-recourse
debt as of December 31, 2002.  Such debt is secured by leased  equipment  and is
payable from the rentals and residuals realized from such investments.


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

     As of December 31, 2002, 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 and recurring  obligations.
Distributions to partners amounted to $2,620,226,  $1,369,947 and $3,709,264 for
the years ended December 31, 2002, 2001 and 2000, respectively.

     We do not  consider  the impact of inflation to be material in the analysis
of our overall operations.



<PAGE>


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

                                December 31, 2002

New Accounting Pronouncements

     In June 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 143,  "Accounting for
Asset  Retirement  Obligations"  ("SFAS No. 143") which is effective  for fiscal
years beginning after June 15, 2002. SFAS No. 143 addresses financial accounting
and  reporting  for  obligations  associated  with the  retirement  of  tangible
long-lived  assets and the associated  asset  retirement  costs. The Partnership
does not expect that the adoption of SFAS No. 143 will have a material impact on
its financial position, results of operations or cash flows.

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

     Effective January 1, 2002, the Partnership adopted SFAS No. 145, "Recession
of FASB  Statements  No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and
Technical  Corrections"  ("SFAS  No.  145").  SFAS No.  145  amends  SFAS No. 13
Accounting  for  Leases to  eliminate  an  inconsistency  between  the  required
accounting  for  sale-leaseback  transactions  and the required  accounting  for
certain  lease  modifications  that have  economic  effects  that are similar to
sale-leaseback  transactions.   The  provisions  of  the  Statement  related  to
Statement No. 13 were effective for  transactions  occurring after May 15, 2002,
the  adoption  of which  did not have a  material  effect  on the  Partnership's
financial statements.


     On July 30,  2002,  the FASB  issued  SFAS No.  146  "Accounting  for Costs
Associated  with Exit or Disposal  Activities"  ("SFAS No.  146").  The standard
replaced   Emerging  Issues  Task  Force  (EITF)  issue  No.  94-3,   "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including  Certain Costs Incurred in a  Restructuring)"  and requires
companies to recognize costs  associated  with exit or disposal  activities when
they are incurred rather than at the date of a commitment to an exit or disposal
plan.  Examples of costs covered by the standard include lease termination costs
and certain  employee  severance costs that are associated with a restructuring,
discontinued operation,  plant closing, or other exit or disposal activity. SFAS
No. 146 is  effective  prospectively  to exit or disposal  activities  initiated
after December 31, 2002.  The impact on the  Partnership's  financial  statement
from the  application  of this  standard  is  dependent  on any exit or disposal
activities in 2003.


     The Partnership does not believe that any other recently issued but not yet
effective  accounting standards will have a material effect on the Partnership's
financial position or results of operations.


<PAGE>


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

                                December 31, 2002

Item 7A.  Qualitative and Quantitative Disclosures About Market Risk

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

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

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





<PAGE>


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

                                December 31, 2002

Item 8.  Consolidated Financial Statements and Supplementary Data

                   Index to Consolidated Financial Statements
                                                                   Page Number

Independent Auditors' Reports                                             14-15

Consolidated Balance Sheets as of December 31, 2002 and 2001                 16

Consolidated Statements of Operations for the Years Ended
  December 31, 2002, 2001 and 2000                                           17

Consolidated Statements of Changes in Partners' Equity for the Years Ended
  December 31, 2002, 2001 and 2000                                           18

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2002, 2001 and 2000                                        19-21

Notes to Consolidated Financial Statements                                22-34



<PAGE>










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

                        Consolidated Financial Statements

                                December 31, 2002

                   (With Independent Auditors' Report Thereon)



<PAGE>












                          INDEPENDENT AUDITOR'S REPORT


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

     We have audited the  accompanying  consolidated  balance sheet of ICON Cash
Flow Partners,  L.P.,  Series E (a Delaware limited  partnership) as of December
31, 2002 and the  related  consolidated  statements  of  operations,  changes in
partners'  equity and cash  flows for the year then  ended.  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 audit.

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

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

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material  respects,  the financial  position of ICON Cash
Flow  Partners,  L.P.,  Series E as of December  31, 2002 and the results of its
operations  and its cash  flows  for the year then  ended,  in  conformity  with
accounting principles generally accepted in the United States of America.



                                                       /s/ Hays & Company LLP
                                                       -------------------------
                                                       Hays & Company LLP


March 13, 2003
New York, New York


<PAGE>











                          INDEPENDENT AUDITOR'S REPORT


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

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

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

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

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



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


April 15, 2002
New York, New York


<PAGE>


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

                           Consolidated Balance Sheets

                                  December 31,
<TABLE>
<CAPTION>
<S>                                                          <C>              <C>
                                                             2002             2001

                                                             ----             ----
     Assets

Cash and cash equivalents                                $    746,808    $  1,363,922
                                                         ------------    ------------

Investment in finance leases

   Minimum rents receivable                                 2,590,191       7,249,182
   Estimated unguaranteed residual values                   3,197,247       5,073,140
   Unearned income                                           (120,426)       (746,315)
   Allowance for doubtful accounts                           (488,165)     (1,888,318)
                                                         ------------    ------------
                                                            5,178,847       9,687,689
                                                         ------------    ------------
Investment in operating leases

   Equipment at cost                                       21,554,842      21,554,842
   Accumulated depreciation                                (7,261,999)     (5,708,777)
                                                         ------------    ------------
                                                           14,292,843      15,846,065
Investment in financings

   Receivables due in installments                          3,157,773       6,843,252
   Unearned income                                            (81,826)       (413,030)
   Allowance for doubtful accounts                         (1,331,570)     (1,214,557)
                                                         ------------    ------------
                                                            1,744,377       5,215,665


Investments in unconsolidated joint ventures                  216,489         166,692
                                                         ------------    ------------

Other assets, net                                             328,030         503,591
                                                         ------------    ------------

Total assets                                             $ 22,507,394    $ 32,783,624
                                                         ============    ============

     Liabilities and Partners' Equity

Notes payable - non-recourse                             $ 11,352,510    $ 21,862,616
Security deposits, deferred credits and other payables      1,667,953       1,688,474
Deferred income                                               483,436         176,860
Accounts payable - General Partner and affiliate              529,572         266,718
Minority interests in consolidated joint ventures             178,217         174,672
                                                         ------------    ------------

Total liabilities                                          14,211,688      24,169,340
                                                         ------------    ------------

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                           (436,768)       (433,582)
   Limited partners (607,855.51 units outstanding,
     $100 per unit original issue price)                    8,732,474       9,047,866
                                                         ------------    ------------

Total partners' equity                                      8,295,706       8,614,284
                                                         ------------    ------------

Total liabilities and partners' equity                   $ 22,507,394    $ 32,783,624
                                                         ============    ============

</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>
<CAPTION>


<S>                                                          <C>                  <C>                  <C>
                                                             2002                 2001                 2000
                                                             ----                 ----                 ----
Revenues

   Rental income                                         $   2,547,841       $   2,609,465        $   2,460,000
   Finance income                                              915,583           2,923,473            3,847,625
   (Loss) gain on sales of equipment                           (14,300)             68,268              253,737
   Interest income and other                                   337,054             103,589              165,323
   Miscellaneous income                                      2,017,763               -                     -
   Income (loss) from investments in
     unconsolidated joint ventures                              49,797            (316,863)            (194,006)
                                                         -------------       -------------        -------------

   Total revenues                                            5,853,738           5,387,932            6,532,679
                                                         -------------       -------------        -------------

Expenses

   Depreciation                                              1,553,222           1,124,383              587,211
   Interest                                                  1,428,860           2,333,153            3,007,236
   (Reversal of) provision for bad debts                      (700,000)          2,162,304              500,000
   Management fees - General Partner                           354,788             537,237              748,178
   Administrative expense reimbursements
     - General Partner                                         194,272             339,737              458,930
   General and administrative                                  606,778             624,122              722,414
   Amortization of initial direct costs and other               61,569             123,307                  102
   Minority interest expense (income) in
     consolidated joint ventures                                52,601            (460,987)             112,178
                                                         -------------       -------------        -------------

   Total expenses                                            3,552,090           6,783,256            6,136,249
                                                         -------------       -------------        -------------

Net income (loss)                                        $   2,301,648       $  (1,395,324)       $     396,430
                                                         =============       =============        =============

Net income (loss) allocable to:
   Limited partners                                      $   2,278,632       $  (1,381,371)       $     392,466
   General Partner                                              23,016             (13,953)               3,964
                                                         -------------       -------------        -------------

                                                         $   2,301,648       $  (1,395,324)       $     396,430
                                                         =============       =============        =============

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

Net income (loss) per weighted average
   limited partnership unit                              $       3.75        $      (2.27)        $         .65
                                                         ============        ============         ==============

</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>


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

             Consolidated Statements of Changes in Partners' Equity

              For the Years Ended December 31, 2002, 2001 and 2000

<TABLE>
<CAPTION>

                             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
   January 1, 2000                                       $    15,065,327    $    (372,938)   $     14,692,389

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

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

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

Cash distribution

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


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

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

Cash distribution
   to partners            $     .52     $    3.75             (2,594,024)         (26,202)         (2,620,226)

Net income                                                     2,278,632           23,016           2,301,648
                                                         ---------------    -------------    ----------------

Balance at
   December 31, 2002                                     $     8,732,474    $    (436,768)   $      8,295,706
                                                         ===============    =============    ================
</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>
<CAPTION>
<S>                                                             <C>             <C>           <C>
                                                                2002            2001          2000

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

Cash flows from operating activities:
   Net income (loss)                                          $ 2,301,648    $(1,395,324) $   - 396,430
                                                              -----------    ------------ -------------
   Adjustments to reconcile net income (loss) to
     net cash provided by operating activities:
       Depreciation                                             1,553,222      1,124,383        587,211
       Rental income - assigned operating lease receivables    (2,200,000)    (2,460,000)    (2,460,000)
       (Reversal of) provision for doubtful accounts             (700,000)     2,162,304        500,000
       Finance income portion of receivables paid directly
         to lenders by lessees                                   (193,939)      (447,632)    (1,111,381)
       Amortization of initial direct costs                        61,569        123,307            102
       Loss (gain) on sales of equipment                           14,300        (68,268)      (253,737)
       Interest expense on non-recourse financing
         paid directly by lessees                               1,206,993      1,687,354      1,750,991
       (Income) loss from investments in
         unconsolidated joint ventures                            (49,797)       316,863        194,006
       Minority interest expense (income) in consolidated
         joint ventures                                            52,601       (460,987)       112,178
       Changes in operating assets and liabilities, net         3,208,586      7,718,201      9,540,695
                                                              -----------    -----------    -----------

         Total adjustments                                      2,953,535      9,695,525      8,860,065
                                                              -----------    -----------    -----------

       Net cash provided by operating activities                5,255,183      8,300,201      9,256,495
                                                              -----------    -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of equipment                             2,394,019        738,728      2,159,942
   Distributions received from
     unconsolidated joint ventures                                   --             --          140,630
   Distribution to minority interests in consolidated
     joint ventures                                               (49,056)          --          (37,145)
                                                               -----------    -----------    -----------

       Net cash provided by investing activities                2,344,963        738,728      2,263,427
                                                               -----------    -----------    -----------


</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>
                                                            2002            2001        2000
                                                            ----            ----        ----
<S>                                                  <C>                <C>             <C>

Cash flows from financing activities:
   Principal payments on non-recourse debt               (5,597,034)     (7,335,811)    (20,797,194)
   Proceeds from non-recourse debt                             --              --        11,943,528
   Cash distributions to partners                        (2,620,226)     (1,369,947)     (3,709,264)
                                                       ------------    ------------    ------------

       Net cash used in financing activities             (8,217,260)     (8,705,758)    (12,562,930)
                                                       ------------    ------------    ------------

Net (decrease) increase in cash and cash equivalents       (617,114)        333,171      (1,043,008)

Cash and cash equivalents at beginning of year            1,363,922       1,030,751       2,073,759
                                                       ------------    ------------    ------------

Cash and cash equivalents at end of year               $    746,808    $  1,363,922    $  1,030,751
                                                       ============    ============    ============



</TABLE>


                                                        (continued on next page)


<PAGE>


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

                      Statements of Cash Flows (Continued)

Supplemental Disclosures of Cash Flow Information

     For the years ended December 31, 2002, 2001 and 2000, non-cash activities
included the following:
<TABLE>
<CAPTION>

                                                           2002                  2001           2000
                                                           ----                  ----           ----
<S>                                                  <C>                 <C>                   <C>

Principal and interest on direct finance
  receivables paid directly to lenders
  by lessees                                         $   3,920,065      $  2,145,767       $  5,139,723

Rental income on operating
  lease receivables paid directly to lender
  by lessee                                              2,200,000         2,460,000          2,460,000

Principal and interest on non-recourse debt
  paid directly by lessees                              (6,120,065)       (4,605,767)        (7,599,723)
                                                     -------------      ------------       ------------

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

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

Interest expense on non-recourse
   financing accrued or paid directly
   to lenders by lessees                             $   1,206,993      $  1,687,354       $  1,750,991
Other interest                                             221,867           645,799          1,256,245
                                                     -------------      ------------       ------------

Total interest expense                               $   1,428,860      $  2,333,153       $  3,007,236
                                                     =============      ============       ============

</TABLE>







See accompanying notes to consolidated financial statements.



<PAGE>


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

                   Notes to Consolidated Financial Statements

              For the Years Ended December 31, 2002, 2001 and 2000

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 2002, the Partnership redeemed 2,556 limited partnership units
leaving 607,855.51 limited partnership units outstanding at December 31, 2002.


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

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

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

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

2.   Significant Accounting Policies

     Basis of  Accounting  and  Presentation  - The  Partnership's  records  are
maintained on the accrual  basis.  The  preparation  of financial  statements in
conformity with accounting principles generally accepted in the United States of
America  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



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

during the reporting  periods.  Significant  estimates include the allowance for
doubtful accounts and unguaranteed residual values. Management believes that the
estimates and  assumptions  utilized in preparing its financial  statements  are
reasonable  and prudent.  Actual results could differ from those  estimates.  In
addition,  management is required to disclose  contingent  assets and contingent
liabilities.

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

     Cash and Cash  Equivalents - Cash and cash  equivalents are defined as cash
in banks and highly liquid  investments  with original  maturity  dates of three
months or less. The Partnership's cash and cash equivalents are held principally
at one financial institution and at times may exceed insured limits.

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

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


     Disclosures  About Fair  Value of  Financial  Instruments  -  Statement  of
Financial  Accounting  Standards  No.  107,  "Disclosures  about  Fair  Value of
Financial Instruments" ("SFAS 107") requires disclosures about the fair value of
financial  instruments.  Separate  disclosure  of fair value  information  as of
December  31,  2002  and 2001  with  respect  to the  Partnership's  assets  and
liabilities  is  not  provided  because  (i)  SFAS  No.  107  does  not  require
disclosures about the fair value of lease arrangements,  (ii) the carrying value
of  financial  assets,  other  than  lease  related  investments,  and  payables
approximates   market  value  and  (iii)  fair  value   information   concerning
non-recourse  debt obligations is not practicable to estimate without  incurring
excessive costs to obtain all the information  that would be necessary to derive
a market interest rate.



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Allowance for Doubtful  Accounts - The Partnership  records a provision for
bad debts to provide for estimated credit losses in its 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  or written  off when the
analysis indicates that the probability of collection of the account is remote.

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

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

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

     Reclassifications - Certain items from prior years have been reclassified
to conform to the presentation in 2002.

     New Accounting Pronouncements - In June 2001, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 143, "Accounting for Asset Retirement Obligations" ("SFAS No. 143")
which is effective for fiscal years beginning after June 15, 2002. SFAS No. 143
addresses financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs. The Partnership does not expect that the adoption of SFAS No. 143 will
have a material impact on its financial position, results of operations or cash
flows.

     Effective January 1, 2002, the Partnership adopted SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS No.
144"). This statement requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     of an asset may not be recoverable. Recoverability of assets to be held and
used is  measured  by a  comparison  of the  carrying  amount of an asset to the
future net cash flows  expected to be  generated  by the asset.  If the carrying
amount of the asset  exceeds its  estimated  future cash  flows,  an  impairment
charge is  recognized  by the amount by which the  carrying  amount of the asset
exceeds  the fair  value  of the  asset.  SFAS No.  144  requires  companies  to
separately  report  discontinued  operations  and extends  that  reporting  to a
component of an entity that either has been disposed of (by sale, abandonment or
in a  distribution  to the owners) or classified as held for sale.  Assets to be
disposed of are reported at the lower of the carrying  amount or fair value less
the costs to sell.  The  adoption of SFAS No. 144 did not have any effect on the
Partnership's  financial  position or results of operations as the provisions of
SFAS No. 144 are  similar to the  Partnership's  current  policy for  impairment
review.

     Effective January 1, 2002, the Partnership adopted SFAS No. 145, "Recession
of FASB  Statements  No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and
Technical  Corrections"  ("SFAS  No.  145").  SFAS No.  145  amends  SFAS No. 13
Accounting  for  Leases to  eliminate  an  inconsistency  between  the  required
accounting  for  sale-leaseback  transactions  and the required  accounting  for
certain  lease  modifications  that have  economic  effects  that are similar to
sale-leaseback  transactions.   The  provisions  of  the  Statement  related  to
Statement No. 13 were effective for  transactions  occurring after May 15, 2002,
the  adoption  of which  did not have a  material  effect  on the  Partnership's
financial statements.


     On July 30,  2002,  the FASB  issued  SFAS No.  146  "Accounting  for Costs
Associated  with Exit or Disposal  Activities"  ("SFAS No.  146").  The standard
replaced   Emerging  Issues  Task  Force  (EITF)  issue  No.  94-3,   "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including  Certain Costs Incurred in a  Restructuring)"  and requires
companies to recognize costs  associated  with exit or disposal  activities when
they are incurred rather than at the date of a commitment to an exit or disposal
plan.  Examples of costs covered by the standard include lease termination costs
and certain  employee  severance costs that are associated with a restructuring,
discontinued operation,  plant closing, or other exit or disposal activity. SFAS
No. 146 is  effective  prospectively  to exit or disposal  activities  initiated
after December 31, 2002.  The impact on the  Partnership's  financial  statement
from the  application  of this  standard  is  dependent  on any exit or disposal
activities in 2003.


     The Partnership does not believe that any other recently issued but not yet
effective  accounting standards will have a material effect on the Partnership's
financial position or results of operations.

3.   Consolidated Ventures and Investments in Unconsolidated Joint Ventures

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

     Consolidated Ventures

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


<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. I

     In  September  1994,  the  Partnership  and an  affiliate,  ICON  Cash Flow
Partners L.P. Six ("L.P.  Six"),  formed a joint venture,  ICON Cash Flow LLC I,
for the purpose of acquiring  and  managing an aircraft  subject to an operating
lease with a U.S. based commercial airline. In 1997, the aircraft was remarketed
to  Aeromexico  under a lease which expired in October 2002. In November 2002 an
extension  agreement was consummated with Aeromexico.  The lease extension terms
call for a 15 month  rental at $75,000  per month.  At the end of the 15 months,
Aeromexico has an option to renew for two  twelve-month  renewal  periods at the
then  current  fair market  value  rental  rate.  The  Partnership  and L.P. Six
acquired  interests of 99% and 1%,  respectively,  in ICON Cash Flow LLC I. ICON
Cash Flow LLC I acquired the aircraft,  assuming non-recourse debt and utilizing
contributions  received  from the  Partnership  and L.P. Six.  Profits,  losses,
excess cash and disposition proceeds are allocated 99% to the Partnership and 1%
to L.P. Six. The Partnership's consolidated financial statements include 100% of
the assets,  liabilities,  revenues  and  expenses of ICON Cash Flow LLC I. L.P.
Six's  investment  in ICON Cash Flow LLC I is reflected as minority  interest in
joint venture on the Partnership's  consolidated  balance sheets and as minority
interest expense (income) on the consolidated statements of operations.

     ICON Receivables 1997-B LLC

     In August 1997, the Partnership and its affiliates,  L.P. Six and ICON Cash
Flow Partners L.P. Seven ("L.P.  Seven"),  formed 1997-B. The Partnership,  L.P.
Six and L.P. Seven each  contributed  cash,  equipment  leases and residuals and
received a 75.00%, 8.33% and 16.67% interest, respectively, in 1997-B.

     The Partnership's  consolidated  financial  statements  include 100% of the
assets and  liabilities  and revenues and expenses of 1997-B.  L.P. Six and L.P.
Seven's  investments  in 1997-B has been  reflected  as  minority  interests  in
consolidated  joint ventures on the balance sheets and minority interest expense
(income) in  consolidated  joint  ventures  on the  consolidated  statements  of
operations.  1997-B  earned  $223,402  in 2002  and the  other  joint  venturers
recorded  25% of such income,  or $55,850,  which amount is included in minority
interest expense in 2002.

Investments in Unconsolidated 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 subject to an operating lease with a U.S. based
commercial airline. In 1997, upon the scheduled termination of the lease, the
aircraft was remarketed to Aeromexico under a lease that expired in November
2002. At that time an extension agreement was consummated with Aeromexico. The
lease extension terms call for a 15 month rental with payment for months one
through seven at a power by the hour rate of $525 per flight hour, not to exceed
$75,000 per month. After seven months the rental would be $75,000 per month. At
the end of the 15 months, Aeromexico has an option to renew for two twelve-month
renewal periods at



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

the then current fair market value  rental rate.  The  Partnership  and L.P. Six
acquired interests of 1% and 99%,  respectively,  in ICON Cash Flow LLC II. ICON
Cash Flow LLC II acquired the aircraft, assuming non-recourse debt and utilizing
contributions  received  from the  Partnership  and L.P. Six.  Profits,  losses,
excess cash and disposition proceeds are allocated 1% to the Partnership and 99%
to L.P. Six. The Partnership's  investment in the joint venture is accounted for
under the equity  method  whereby  the  Partnership's  original  investment  was
recorded  at  cost  and is  adjusted  by  its  share  of  earnings,  losses  and
distributions.

     Information as to the financial position and results of operations of ICON
Cash Flow LLC II as of and for the years ended December 31, 2002 and 2001 is
summarized below:


                                          December 31, 2002   December 31, 2001

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

 Assets                                      $  15,750,363    $  17,090,554
                                             =============    =============

 Liabilities                                 $   8,932,485    $   9,926,812
                                             =============    =============

 Equity                                      $   6,817,878    $   7,163,742
                                             =============    =============

 Partnership's share of equity               $      68,179    $      71,638
                                             =============    =============

                                           For the Year Ended For the Year Ended
                                            December 31, 2002  December 31, 2001
                                            ----------------- -----------------

 Net (loss) income                           $    (345,864)   $     523,938
                                             =============    =============

 Partnership's share of net (loss) income    $      (3,459)   $       5,240
                                             =============    =============


     ICON Cash Flow Partners L.L.C. III


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



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Information as to the financial position and results of operations of ICON
Cash Flow LLC III as of the years ended December 31, 2002 and 2001 is summarized
below:

                                      December 31, 2002       December 31, 2001
                                      -----------------       -----------------

Assets                                 $     5,337,603       $     4,853,818
                                       ===============       ===============

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

Equity                                 $     5,337,603       $     4,853,818
                                       ===============       ===============

Partnership's share of equity          $        53,376       $        48,538
                                       ===============       ===============

                                     For the Year Ended     For the Year Ended
                                      December 31, 2002      December 31, 2001
                                      -----------------      -----------------

Net income                             $       483,785       $       496,171
                                       ===============       ===============

Partnership's share of net income      $         4,838       $         4,962
                                       ===============       ===============

     ICON Receivables 1997-A LLC

     In March 1997, the Partnership and its affiliates, ICON Cash Flow Partners,
L.P.,  Series D ("Series D") and L.P. Six,  contributed  and assigned  equipment
lease and finance  receivables  and  residuals  to ICON  Receivables  1997-A LLC
("1997-A").  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.  As of December 31, 2002, the  Partnership,  Series D, L.P.
Six  and  L.P.  Seven  own  31.19%,   17.81%,   31.03%  and  19.97%   interests,
respectively,  in 1997-A. The Partnership  accounts for its investment in 1997-A
under the equity method of accounting.


<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 years ended December 31, 2002 and 2001 is summarized
below:

                                       December 31, 2002     December 31, 2001
                                       -----------------     -----------------

Assets                                  $       694,761     $     1,856,582
                                        ===============     ===============

Liabilities                             $       390,389     $     1,707,445
                                        ===============     ===============

Equity                                  $       304,372     $       149,137
                                        ===============     ===============

Partnership's share of equity           $        94,934     $        46,516
                                        ===============     ===============

                                      For the Year Ended    For the Year Ended
                                       December 31, 2002     December 31, 2001
                                       -----------------     -----------------

Net income (loss)                       $       155,235     $    (2,004,455)
                                        ===============     ===============

Partnership's share of
  net income (loss)                     $        48,418     $      (327,065)
                                        ===============     ===============

     1997-A reversed a provision for bad debts of $268,834 for the year ended
December 31, 2002 and recorded a provision for bad debts of $1,825,000 for the
year ended December 31, 2001.

4.   Receivables Due in Installments

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

                                       Finance
             Year      Leases          Financings               Total
             ----      ------          ----------               -----


             2003     $ 2,167,997       $   3,157,773   $       5,325,770
             2004         397,347              -                  397,347
             2005          24,847              -                   24,847
                     ------------       -------------        -------------

                     $  2,590,191       $   3,157,773        $   5,747,964
                     ============       =============        =============



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

5.   Investment in Operating Leases

     The investment in operating leases at December 31, 2002 and 2001 consisted
of the following:

                                                     2002              2001
                                                     ----              ----

Equipment cost, beginning of year             $    21,554,842   $    20,707,984

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

Equipment cost, end of year                        21,554,842        21,554,842
                                              ---------------   ---------------

Accumulated depreciation,
  beginning of year                                (5,708,777)       (4,584,394)

Depreciation expense                               (1,553,222)       (1,124,383)
                                              ---------------   ---------------

Accumulated depreciation, end of year              (7,261,999)       (5,708,777)
                                              ---------------   ---------------

Investment in operating leases, end of year   $    14,292,843   $    15,846,065
                                              ===============   ===============


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


     The  lease  with  Aeromexico   accounted  for   approximately  64%  of  the
Partnership's rental and finance income during the year ended December 31, 2002.

     Non-cancelable  minimum  annual  amounts  due on  operating  leases  are as
follows:

                           Year                             Amount

                           2003                      $        900,000
                           2004                                75,000
                                                   ------------------

                                                   $          975,000
                                                   ==================







<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 and financings consisted of the following:
<TABLE>
<CAPTION>


                                                        Finance
                                                        Leases       Financings       Total
                                                        ------       ----------       -----


<S>                                                   <C>          <C>           <C>

Balance at January 1, 2000                           $ 1,237,909    $   735,231    $ 1,973,140

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

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

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

Balance at December 31, 2001                           1,888,318      1,214,557      3,102,875

     (Reversal of) provision for doubtful accounts    (1,400,153)       700,153       (700,000)
     Accounts written-off                                   --         (583,140)      (583,140)
                                                     -----------    -----------    -----------

Balance at December 31, 2002                         $   488,165    $ 1,331,570    $ 1,819,735
                                                     ===========    ===========    ===========
</TABLE>


7.   Notes Payable


     The non-recourse notes payable consist of:

(i)  Notes payable totaling $1,245,283 bearing interest at a fixed rate of 6.19%
     and are payable from receivables related to the portfolio that secures the
     debt, and

(ii) $10,107,227 of other non-recourse notes bearing interest at rates ranging
     from 7.48% to 11.83%, $9,186,243 of which is secured by the aircraft on an
     operating lease with a net book value of approximately $13,950,000 at
     December 31, 2002.

     The notes mature as follows:

             Year ending December 31,                Amount

                      2003                      $    1,969,069
                      2004                           9,383,441
                                                --------------

                                                $  11,352,510
                                                =============


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued


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, 2002,  2001 and 2000
are as follows: Charged to Operations

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

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

Management fees                         $  537,237
Administrative expense reimbursements      339,737
                                        ----------

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

Management fees                         $  354,788
Administrative expense reimbursements      194,272
                                        ----------

Year ended December 31, 2002            $  549,060
                                        ==========

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

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



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued


9.   Tax Information (Unaudited)


     The following table reconciles net income (loss) for financial statement
reporting purposes to (loss) for federal income tax reporting purposes for the
years ended December 31:

<TABLE>
<CAPTION>

                                             <C>               <C>                 <C>
                                                   2002           2001           2000
                                            -----------    -----------    -----------

Net income (loss) for financial statement
   reporting purposes                       $ 2,301,648    $(1,395,324)   $   396,430

Differences due to:
   Direct finance leases                       (141,396)     1,818,815      2,938,653
   Depreciation                                (841,698)    (2,839,850)    (4,142,464)
   Provision for losses                        (700,000)       580,432        478,812
   Gain (loss) on sales of equipment              3,872       (543,376)    (1,171,655)
   Other                                     (1,767,921)      (162,269)     1,375,963
                                            -----------    -----------    -----------
Partnership loss for federal income
   tax reporting purposes                   $(1,145,495)   $(2,541,572)   $  (124,261)
                                            ===========    ===========    ===========
</TABLE>

     As of December 31,  2002,  the  partners'  capital  accounts for  financial
statement  reporting  purposes  totaled  $8,295,706  compared  to the  partners'
capital  accounts  for  federal  income tax  reporting  purposes  of  $7,145,976
(unaudited). The difference arises primarily from sales expenses and commissions
reported  as a  reduction  in the  partners'  capital  for  financial  statement
reporting purposes but not for federal income tax reporting purposes,  offset by
temporary differences related to direct finance leases, depreciation,  provision
for losses and gain (loss) on sales of equipment.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued


10.  Quarterly Financial Data (Unaudited)


      The following table is a summary of financial data by quarter for the
years ended December 31, 2002 and 2001:
<TABLE>
<CAPTION>

                                                                         For the Quarter Ended
                                                                         ---------------------

<S>                                                     <C>             <C>                  <C>              <C>
                                                  March 31,        June 30,        September 30,     December 31,
                                                  --------         -------         ------------      -----------

2002
     Revenues                                  $      962,813   $     926,660      $     740,463   $   3,223,802
                                               ==============   =============      =============   =============

     Net (loss) income allocable to
       Limited partners                        $     (351,321)  $    (489,909)     $     354,629   $   2,765,233
                                               ==============   =============      =============   =============

     Net (loss) income per weighted
       average limited partnership unit        $         (.58)  $        (.81)     $         .58   $        4.56
                                               ==============   =============      =============   =============

2001
     Revenues                                  $    1,455,453   $   1,168,206      $   1,373,991   $   1,390,282
                                               ==============   =============      =============   =============

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

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

</TABLE>

     (1) The Partnership  recorded  provisions for bad debts in 2001 of $125,000
in the first  quarter,  $150,000  in the second  quarter,  $780,114 in the third
quarter and $1,107,190 in the fourth  quarter.  (2) In the third quarter of 2002
the  Partnership  reversed the provision  for bad debts by $700,000.  (3) In the
fourth  quarter  of 2002 the  Partnership  recorded  a  one-time  adjustment  of
$2,017,763 of miscellaneous income due to a revised estimate of residual sharing
values.




<PAGE>


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

                                December 31, 2002

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

     The information required by Item 304 of Regulation S-K was previously filed
as part of the  Partnership's  Current  Reports on Form 8-K filed on February 5,
2003.

PART III

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

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

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

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

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

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

   Paul B. Weiss            President and Director

   Thomas W. Martin         Executive Vice President and Director

     Beaufort J.B. Clarke,  age 56, has been Chairman,  Chief Executive  Officer
and Director of the General Partner since 1996.  Prior to his present  position,
Mr. Clarke was founder and the President and Chief Executive  Officer of Griffin
Equity  Partners,  Inc. Mr.  Clarke  formerly was an attorney  with Shearman and
Sterling  and has over 20 years of senior  management  experience  in the United
States leasing industry.

     Paul B. Weiss,  age 42, is President  and Director of the General  Partner.
Mr. Weiss has been exclusively engaged in lease acquisitions since 1988 from his
affiliations  with the General  Partner since 1996,  Griffin Equity Partners (as
Executive Vice President from 1993-1996);  Gemini Financial  Holdings (as Senior
Vice  President-Portfolio  Acquisitions  from  1991-1993)  and  Pegasus  Capital
Corporation (as Vice  President-Portfolio  Acquisitions from 1988-1991).  He was
previously an investment banker and a commercial banker.


<PAGE>


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

                                December 31, 2002

     Thomas W. Martin,  age 49, has been Executive Vice President of the General
Partner since 1996. Prior to his present position,  Mr. Martin was the Executive
Vice  President and Chief  Financial  Officer of Griffin Equity  Partners,  Inc.
(1993-1996), Gemini Financial Holdings (as Senior Vice President from 1992-1993)
and Chancellor Corporation (as Vice  President-Syndications from 1985-1992). Mr.
Martin has 17 years of senior management experience in the leasing business.

Item 11.  Executive Compensation

     The Partnership  has no directors or officers.  The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the years ended December 31, 2002, 2001 and 2000.
<TABLE>
<CAPTION>

<S>                                                                           <C>              <C>             <C>
      Entity              Capacity           Type of Compensation             2002             2001            2000
      ------              --------           --------------------             ----             ----            ----

ICON Capital Corp.      General Partner    Management fees             $       354,788   $      537,237   $     748,178
ICON Capital Corp.      General Partner    Administrative expense
                                             reimbursements                    194,272          339,737         458,930
                                                                       ---------------   --------------   -------------
                                                                       $       549,060   $      876,974   $   1,207,108
                                                                       ===============   ==============   =============
</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 28, 2003,  Directors and Officers of the General Partner do
not own any equity securities of the Partnership.

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

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

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

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


<PAGE>


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

                                December 31, 2002

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.

Item 14.  Control and Procedures

     Beaufort  J.B.  Clarke and Thomas W. Martin,  the  Principal  Executive and
Principal Financial Officers,  respectively,  of ICON Capital Corp. ("ICC"), the
General Partner of the Partnership,  have evaluated the disclosure  controls and
procedures of the Partnership  within 90 days prior to the filing of this annual
report.  As used herein,  the term "disclosure  controls and procedures" has the
meaning  given to the term by Rule 13a-14 under the  Securities  Exchange Act of
1934,  as  amended  ("Exchange  Act"),  and  includes  the  controls  and  other
procedures  of the  Partnership  that are  designed to ensure  that  information
required to be  disclosed by the  Partnership  in the reports that it files with
the SEC under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods specified in the SEC's rules and forms. As part of their
evaluation,  Messrs. Clarke and Martin conferred with the finance and accounting
staff of ICC and the finance and accounting  staff of ICON Holdings  Corp.,  the
parent of ICC.  Based  upon their  evaluation,  Messrs.  Clarke and Martin  have
concluded that the  Partnership's  disclosure  controls and  procedures  provide
reasonable  assurance  that the  information  required  to be  disclosed  by the
Partnership  in this report is  recorded,  processed,  summarized  and  reported
within the time periods specified in the SEC's rules and forms applicable to the
preparation of this report.

     There  have  been no  significant  changes  in the  Partnership's  internal
controls or in other factors that could  significantly  affect the Partnership's
internal  controls  subsequent to the evaluation  described  above  conducted by
ICC's principal executive and financial officers.

PART IV

Item 15.  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)



<PAGE>


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

                                December 31, 2002

     (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

     Form 8-K filed on February 5, 2003
     Item 4. Changes in Registrant's Certifying Accountant

(c)  Exhibits


     99.1 Certification  of Chairman and Chief Executive  Officer pursuant to 18
          U.S.C.ss.1350,   as   adopted   pursuant   to   Section   906  of  the
          Sarbanes-Oxley Act of 2002.

     99.2 Certification of Executive Vice President and Principal  Financial and
          Accounting  Officer pursuant to 18 U.S.C.ss.1350,  as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002.


(d)  Unconsolidated Joint Venture Financial Statements

     ICON  Receivables  1997-A LLC - as of and for the years ended  December 31,
2002 and 2001


<PAGE>


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

                                December 31, 2002

                                   SIGNATURES

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

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


Date:  March 28, 2003              /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 28, 2003          /s/ Beaufort J.B. Clarke
                                --- --------------------------------------------
                                Beaufort J.B. Clarke
                                Chairman, Chief Executive Officer and Director


Date:  March 28, 2003           /s/ Paul B. Weiss
                                -----------------------------------------------
                                Paul B. Weiss
                                President and Director


Date:  March 28, 2003           /s/ Thomas W. Martin
                                ------------------------------------------------
                                Thomas W. Martin
                                Executive Vice President
                                (Principal Financial and Accounting Officer)


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

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


<PAGE>


                              Certifications - 10-K


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

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

2.   Based on my knowledge, this annual report does not contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a. designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this annual report is being
     prepared;

b.       evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         annual report (the "Evaluation Date"); and

c.       presented in this annual report our conclusions about the effectiveness
         of the disclosure controls and procedures based on our evaluation as of
         the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent function):

a.       all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

b.       any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Dated:  March 28, 2003

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

                              Certifications - 10-K


I, Thomas W. Martin, certify that:

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

2.   Based on my knowledge, this annual report does not contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a.   designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this annual report is being
     prepared;

b.   evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and

c.   presented in this annual report our conclusions about the effectiveness of
     the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     a.  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     b.  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated:  March 28, 2003

/s/ Thomas W. Martin
----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer of the General Partner of the
Registrant) ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners, L.P., Series E





<PAGE>



Last printed 3/28/2003 9:48 AM
                                     Page 43
                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)

                                December 31, 2002

EXHIBIT 99.1

     I,  Beaufort  J.B.  Clarke,  Chairman and Chief  Executive  Officer of ICON
Capital Corp., the sole General Partner of ICON Cash Flow Partners, L.P., Series
E, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  the Annual Report on Form 10-K for the period ended  December 31, 2002 (the
     "Annual Report") which this statement  accompanies  fully complies with the
     requirements  of Section 13(a) of the  Securities  Exchange Act of 1934 (15
     U.S.C. 78m) and

(2)  information contained in the Annual Report fairly presents, in all material
     respects,  the  financial  condition and results of operations of ICON Cash
     Flow Partners, L.P., Series E.

Dated:  March 28, 2003




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



<PAGE>


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

                                December 31, 2002


EXHIBIT 99.2

     I, Thomas W. Martin,  Executive  Vice  President  (Principal  Financial and
Accounting Officer) of ICON Capital Corp., the sole General Partner of ICON Cash
Flow  Partners,  L.P.,  Series  E,  certify,  pursuant  to  Section  906  of the
Sarbanes-Oxley Act of 2002, that:

(1)  the Annual Report on Form 10-K for the period ended  December 31, 2002 (the
     "Annual Report") which this statement  accompanies  fully complies with the
     requirements  of Section 13(a) of the  Securities  Exchange Act of 1934 (15
     U.S.C. 78m) and

(2)  information contained in the Annual Report fairly presents, in all material
     respects,  the  financial  condition and results of operations of ICON Cash
     Flow Partners, L.P., Series E.

Dated:  March 28, 2003




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

<PAGE>












                           ICON Receivables 1997-A LLC

                              Financial Statements

                           December 31, 2002 and 2001

                   (With Independent Auditor's Report Thereon)





















<PAGE>









                          INDEPENDENT AUDITOR'S REPORT


The Members
ICON Receivables 1997-A LLC

We have audited the accompanying  balance sheet of ICON  Receivables  1997-A LLC
(the  "Company")  as of  December  31,  2002,  and  the  related  statements  of
operations,  changes in members' equity, and cash flows for the year then ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.  The  financial  statements of ICON  Receivables  1997-A LLC as of
December 31, 2001,  were audited by other  auditors whose report dated April 15,
2002, expressed an unqualified opinion on those statements.

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

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

In our opinion,  the 2002  financial  statements  referred to the above  present
fairly,  in all material  respects,  the financial  position of ICON Receivables
1997-A LLC as of December 31 2002,  and the  results of its  operations  and its
cash flows for the year then ended,  in conformity  with  accounting  principles
generally accepted in the United States of America.



                                                      /s/Hays & Company LLP
                                                      ---------------------
                                                       Hays & Company LLP


March 13, 2003
New York, New York



<PAGE>





                           ICON Receivables 1997-A LLC

                                 Balance Sheets

                                  December 31,

<TABLE>
<CAPTION>

<S>                                                            <C>           <C>
         Assets                                                2002          2001
                                                               ----          ----

Cash                                                     $    64,889    $   673,740
                                                         -----------    -----------

Investment in finance leases
   Minimum rents receivable                                  684,130      2,984,147
   Estimated unguaranteed residual values                    169,186        269,211
   Unearned income                                           (76,362)      (134,914)
   Allowance for doubtful accounts                          (492,234)    (2,174,224)
                                                            --------     ----------

                                                             284,720        944,220
                                                         -----------    -----------
Other assets                                                 345,152        238,622
                                                         -----------    -----------
Total assets                                             $   694,761    $ 1,856,582
                                                         ===========    ===========
         Liabilities and Members' Equity

Notes payable non-recourse                               $      --      $ 1,157,730
Security deposits, deferred credits and other payables       390,389        549,715
                                                         -----------    -----------
Total liabilities                                            390,389      1,707,445
                                                         -----------    -----------
Commitments and Contingencies

Members' equity                                              304,372        149,137
                                                         -----------    -----------
Total liabilities and members' equity                    $   694,761    $ 1,856,582
                                                         ===========    ===========


</TABLE>



See accompanying notes to financial statements.






<PAGE>


                           ICON Receivables 1997-A LLC

                            Statements of Operations

                        For the Years Ended December 31,


                                                        2002           2001
                                                        ----           ----

Revenue

   Finance income                                  $    49,798    $   465,049
   Interest income and other                             5,342         56,001
   (Loss) gain on sale of investments                  (12,763)        26,997
                                                       -------         ------

   Total revenues                                       42,377        548,047
                                                      -------         ------
Expenses

   General and administrative and other expenses       119,347        531,747
   Interest expense                                     36,629        195,755
   (Reversal of) provision for doubtful accounts      (268,834)     1,825,000
                                                      -------         ------
   Total expenses                                     (112,858)     2,552,502
                                                      -------         ------
Net income (loss)                                  $   155,235    $(2,004,455)
                                                   ===========    ===========






See accompanying notes to financial statements.

<PAGE>







                           ICON Receivables 1997-A LLC

                    Statements of Changes in Members' Equity

                 For the Years Ended December 31, 2002 and 2001



Balance at January 1, 2001                               $ 2,153,592

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

Balance at December 31, 2001                                 149,137

Net income                                                   155,235
                                                          ----------
Balance at December 31, 2002                             $   304,372
                                                         ===========



See accompanying notes to financial statements.


<PAGE>


                           ICON Receivables 1997-A LLC

                            Statements of Cash Flows

                        For the Years Ended December 31,
<TABLE>
<CAPTION>

<S>                                                                    <C>            <C>
                                                                       2002           2001
                                                                       ----           ----

Cash flows from operating activities:
   Net income (loss)                                              $   155,235    $(2,004,455)
                                                                  -----------    -----------
   Adjustments to reconcile net income (loss) to
     net cash (used in) provided by operating activities:
       Loss (gain) on sale of investments                              12,763        (26,997)
       (Reversal of) provision for doubtful accounts                 (268,834)     1,825,000
       Changes in operating assets and liabilities:
         Other assets                                                (106,530)       602,179
         Security deposits, deferred credits and other payables      (159,326)    (1,283,114)
         Change in operating assets and liabilities                   238,748      4,476,202

         Total adjustments                                           (283,179)     5,593,270
                                                                 -----------    -----------
       Net cash (used in) provided by operating activities           (127,944)     3,588,815
                                                                 -----------    -----------
Cash flows from investing activities:
   Proceeds from the sale of investments                              676,823        323,574
                                                                 -----------    -----------
       Net cash provided by investing activities                      676,823        323,574
                                                                 -----------    -----------
Cash flows from financing activities:
   Principal payments on notes payable non-recourse                (1,157,730)    (3,858,368)
                                                                 -----------    -----------
       Net cash used in financing activities                       (1,157,730)    (3,858,368)
                                                                 -----------    -----------
Net (decrease) increase in cash                                      (608,851)        54,021

Cash at beginning of year                                             673,740        619,719
                                                                 -----------    -----------
Cash at end of year                                               $    64,889    $   673,740
                                                                  ===========    ===========


Supplemental information-interest paid                            $    36,629    $   194,555
                                                                  ===========    ===========

</TABLE>


See accompanying notes to financial statements.



<PAGE>

                           ICON Receivables 1997-A LLC

                          Notes to Financial Statements

                                December 31, 2002

1.       Organization

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

2.       Significant Accounting Policies

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

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

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

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


<PAGE>

                           ICON Receivables 1997-A LLC

                    Notes to Financial Statements - Continued

                                December 31, 2002

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

     Impairment of Estimated Residual Values - The Company's policy with respect
to impairment of estimated  residual  values is to review,  on a periodic basis,
the carrying  value of its residuals on an  individual  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 that the  estimated  fair
value of the underlying equipment is less than the Company's carrying value.

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

3.   Finance Lease Receivables

     Non-cancelable  minimum  annual  rental  amounts  due on finance  leases at
December 31, 2002 are as follows:

           Year Ending
          December 31,               Amount
          ------------              -------

             2003                   $ 666,116
             2004                      18,014
                                    ---------

                                    $ 684,130
                                    =========

     The  Company's  allowance  for doubtful  accounts  relates to a significant
amount of past due receivables  which are reflected in the above table as due in
2003.






<PAGE>

                           ICON Receivables 1997-A LLC

                    Notes to Financial Statements - Continued

                                December 31, 2002

4.   Allowance for Doubtful Accounts

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

<TABLE>
<CAPTION>
                                                      Finance
                                                      Leases      Financings        Total
                                                      ------      ----------        -----
<S>                                               <C>           <C>             <C>

Balance at January 1, 2001                        $   786,560    $   802,699    $ 1,589,259

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

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

    Accounts written-off                           (1,413,156)          --       (1,413,156)
    Reversal of provision for doubtful accounts      (268,834)          --         (268,834)
                                                     --------    ------------   -----------

Balance at December 31, 2002                      $   492,234    $      --      $   492,234
                                                  ===========    ============   ===========

</TABLE>



5.   Notes Payable

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

6.       Other Assets

     Other assets include  amounts due from  affiliates of $345,152 and $206,421
at December 31, 2002 and 2001,  respectively,  which represent amounts collected
by an affiliate on the Company's behalf.