ICON CASH FLOW PARTNERS L P SERIES E - 10-K Annual Report

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

FORM 10-K

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

For the fiscal year ended December 31, 1997
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or

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

For the transition period from to
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Commission File Number 33-44413
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ICON Cash Flow Partners, L.P., Series E
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(Exact name of registrant as specified in its charter)

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

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

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

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

Title of each class Name of each exchange on which registered

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

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

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

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(Title of class)

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(Title of class)

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

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

December 31, 1997

TABLE OF CONTENTS

Item Page

PART I

1. Business 3-5

2. Properties 6

3. Legal Proceedings 6

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

PART II

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

6. Selected Consolidated Financial and Operating Data 7

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

8. Consolidated Financial Statements and Supplementary Data 13-36

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

PART III

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

11. Executive Compensation 39

12. Security Ownership of Certain Beneficial Owners
and Management 39

13. Certain Relationships and Related Transactions 40

PART IV

14. Exhibits, Reports and Amendments 40

SIGNATURES 41

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

December 31, 1997

PART I

Item 1. Business

General Development of Business

ICON Cash Flow Partners, L.P., Series E (the "Partnership") was formed in
November 1991 as a Delaware limited partnership. The Partnership commenced
business operations on its initial closing date, July 6, 1992, with the
admission of 13,574.17 limited partnership units. Between July 7, 1992 and
December 31, 1992, 236,021.97 additional units were admitted and from January 1,
1993 to July 31, 1993 (the final closing date), 360,815.37 additional units were
admitted bringing the final admission to 610,411.51 units totaling $61,041,151
in capital contributions. During 1994 the Partnership redeemed 728 limited
partnership units, during 1995 the Partnership redeemed 45 limited partnership
units, during 1996 the Partnership redeemed 193 limited partnership units and
during 1997 the Partnership redeemed 1,000 units, leaving 608,445.51 units
outstanding at December 31, 1997. The sole general partner is ICON Capital Corp.
(the "General Partner").

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

Narrative Description of Business

The Partnership is an equipment leasing income fund. The principal
investment objective of the Partnership is to obtain the maximum economic return
from its investments for the benefit of its limited partners. To achieve this
objective, the Partnership has and intends to continue to: (1) acquire a
diversified portfolio of short-term, high-yield investments; (2) make monthly
cash distributions to its limited partners from cash from operations, commencing
with each limited partner's admission to the Partnership, continuing through the
Reinvestment Period, which period will end no later than July 31, 1998; (3)
re-invest substantially all undistributed cash from operations and cash from
sales in additional equipment and financing transactions during the Reinvestment
Period; and (4) sell the Partnership's investments and distribute the cash from
sales of such investments to its limited partners within five to seven and
one-half years of the final closing date. In addition to acquiring equipment and
entering into leases, the Partnership also (1) acquires equipment already
subject to leases originated by affiliates and non-affiliated lessors and (2)
enters into financing transactions, which are (i) secured by the equipment
financed and lease revenues therefrom (if any) and additional collateral as
deemed necessary by the credit review committee of the General Partner and (ii)
evidenced by the irrevocable obligation of the lessees.

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

December 31, 1997

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

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

Lease and Financing Transactions

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

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

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

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

December 31, 1997

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

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

December 31, 1997

Item 2. Properties

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

Item 3. Legal Proceedings

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

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

No matters were submitted to a vote of security holders during the fourth
quarter of 1997.

PART II

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

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

Number of Equity Security Holders
Title of Class as of December 31,
-------------- ---------------------------------
1997 1996
---- ----

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

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

December 31, 1997

Item 6. Selected Consolidated Financial and Operating Data

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

December 31, 1997

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

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

Results of Operations

Years Ended December 31, 1997 and 1996

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

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

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

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

December 31, 1997

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

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

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

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

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

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

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

December 31, 1997

Liquidity and Capital Resources

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

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

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

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

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

December 31, 1997

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

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

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

On December 31, 1996, the Partnership and an affiliate, ICON Cash Flow
Partners, L.P. Seven ("L.P. Seven"), formed ICON Cash Flow Partners L.L.C. III
("ICON Cash Flow LLC III"), for the purpose of acquiring and managing an
aircraft currently on lease to Continental Airlines, Inc. The aircraft is a 1976
McDonnell Douglas DC-10-30 and cost $10,905,228. The lease is a leveraged lease
and the lease term expires in April 2003. Profits, losses, excess cash and
disposition proceeds are allocated 1% to the Partnership and 99% to L.P. Seven.
The Partnership's investment in ICON Cash Flow LLC III has been reflected as
"Equity investment in joint venture."

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

December 31, 1997

On January 28, 1997, the Partnership lent $7,780,328 to ICON Asset
Acquisition L.L.C. I, a joint venture limited liability corporation formed by
ICON Cash Flow Partners L.P., Series B (8.93% interest), ICON Cash Flow Partners
L.P., Series C (13.39% interest) and ICON Cash Flow Partners L.P. Six (77.68%
interest), all affiliates of the Partnership. The note was short term, bore
interest at the rate of 11% and was paid in full on August 31, 1997. The
interest rate charged on the loan approximated market rates at that time.

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

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

As of December 31, 1997, except as noted above, there were no known trends
or demands, commitments, events or uncertainties which are likely to have any
material effect on liquidity. During the Reinvestment Period, as cash is
realized from operations, sales of equipment, and borrowings, the Partnership
will continue to invest in equipment leases and financings where it deems it to
be prudent while retaining sufficient cash to meet its reserve requirements and
recurring obligations as they become due.

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

December 31, 1997

Item 8. Consolidated Financial Statements and Supplementary Data

Index to Consolidated Financial Statements
Page Number

Independent Auditors' Report 15

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

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

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

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

Notes to Consolidated Financial Statements 23-36

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

Consolidated Financial Statements

December 31, 1997

(With Independent Auditors' Report Thereon)

INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying consolidated balance sheets of ICON Cash Flow
Partners, L.P., Series E (a Delaware limited partnership) as of December 31,
1997 and 1996, and the related consolidated statements of operations, changes in
partners' equity and cash flows for each of the years in the three-year period
ended December 31, 1997. These consolidated financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of ICON Cash Flow
Partners, L.P., Series E as of December 31, 1997 and 1996, and the results of
its operations and its cash flows for each of the years in the three-year period
ended December 31, 1997, in conformity with generally accepted accounting
principles.

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

March 27, 1998
New York, New York

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

Consolidated Balance Sheets

December 31,

1997 1996
---- ----

Assets

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

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

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

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

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

Accounts receivable from affiliates, net 7,104 --

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

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

(continued on next page)

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

Consolidated Balance Sheets (continued)

(unaudited)

1997 1996
---- ----

Liabilities and Partners' Equity

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

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

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

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

See accompanying notes to consolidated financial statements.

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

Consolidated Statements of Operations

For the Years Ended December 31,

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

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

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

Expenses

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

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

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

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

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

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

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

See accompanying notes to consolidated financial statements.

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

Consolidated Statements of Changes in Partners' Equity

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

Limited Partner Distributions

Return of Investment Limited General
Capital Income Partners Partner Total
(Per weighted average unit)

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

Cash distributions

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

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

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

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

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

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

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

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

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

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

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

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

See accompanying notes to consolidated financial statements.

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

Consolidated Statements of Cash Flows

For the Years Ended December 31,

1997 1996 1995
---- ---- ----
Cash flows from operating activities:

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

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

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

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

(continued on next 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,

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

Cash flows from financing activities:

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

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

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

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

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

See accompanying notes to consolidated financial statements.

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

Statements of Cash Flows (Continued)

Supplemental Disclosures of Cash Flow Information

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

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

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

Decrease in investments in finance leases and

financings due to contribution in joint venture $ 15,547,305 $ -- $ --
Increase in equity investment in joint venture .. (15,547,305) -- --

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

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

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

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

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

Notes to Consolidated Financial Statements

December 31, 1997

1. Organization

ICON Cash Flow Partners, L.P., Series E (the "Partnership") was formed on
November 7, 1991 as a Delaware limited partnership with an initial
capitalization of $2,000. It was formed to acquire various types of equipment,
to lease such equipment to third parties and, to a lesser degree, to enter into
secured financing transactions. The Partnership's offering period commenced on
June 5, 1992 and by its final closing on July 31, 1993, 610,411.51 units had
been admitted into the Partnership with aggregate gross proceeds of $61,041,151.
During 1994, the Partnership redeemed 728 limited partnership units, during 1995
the Partnership redeemed 45 limited partnership units, during 1996, the
Partnership redeemed 193 limited partnership units and during 1997, the
Partnership redeemed 1,000 limited partnership units leaving 608,445.51 limited
partnership units outstanding at December 31, 1997.

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

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

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

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

2. Significant Accounting Policies

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

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

Notes to Consolidated Financial Statements - Continued

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

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

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

Disclosures About Fair Value of Financial Instruments - Statement of
Financial Accounting Standards ("SFAS") No. 107, "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments. Fair value information with respect to the Company's assets and
liabilities is not provided because (i) SFAS No. 107 does not require
disclosures about the fair value of lease arrangements and (ii) the carrying
value of financial assets, other than lease related investments, and liabilities
approximates market value.

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

Notes to Consolidated Financial Statements - Continued

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

Redemption of Limited Partnership Units - The General Partner consented to
the partnership redeeming 728 limited partnership units during 1994, 45 limited
partnership units during 1995, 193 limited partnership units during 1996 and
during 1997, the partnership redeemed 1,000 units. The redemption amount was
calculated following the specific redemption formula in accordance with the
Partnership agreement. Redeemed units have no voting rights and do not share in
distributions. The partnership agreement limits the number of units which can be
redeemed in any one year and redeemed units may not be reissued. Redeemed
limited partnership units are accounted for as a deduction from partners'
equity.

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

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

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

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

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

Notes to Consolidated Financial Statements - Continued

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

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

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

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

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

3. Receivables Due in Installments

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

Finance
Year Leases Financings Total

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

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

Notes to Consolidated Financial Statements - Continued

4. Investment in Operating Leases

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

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

Equipment cost, beginning of year ......... $ 20,771,628 $ 20,771,628 $ 20,823,657

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

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

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

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

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

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

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

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

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

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

Notes to Consolidated Financial Statements - Continued

5. Allowance for Doubtful Accounts

The Allowance for Doubtful Accounts for investments in finance leases,
financings and operating leases consisted of the following:

Finance Operating
Leases Financings Leases Total

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

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

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

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

Balance at December 31, 1996 ....... 844,709 263,231 158,617 1,266,557

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

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

6. Investment in Joint Ventures

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

ICON Cash Flow L.L.C. I

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

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

Notes to Consolidated Financial Statements - Continued

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

ICON Cash Flow L.L.C. II

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

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

December 31, 1997 December 31, 1996

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

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

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

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

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

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

Notes to Consolidated Financial Statements - Continued

ICON Cash Flow L.L.C. III

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

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

December 31, 1997 December 31, 1996

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

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

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

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

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

ICON Receivables 1997-A L.L.C.

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

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

Notes to Consolidated Financial Statements - Continued

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

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

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

December 31, 1997

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

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

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

Year Ended
December 31, 1997

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

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

Notes to Consolidated Financial Statements - Continued

ICON Receivables 1997-B L.L.C.

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

7. Notes Payable

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

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

December 31, 1997

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

Notes Payable Note Payable
Year Non-Recourse Warehouse Facility Total

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

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

Included in the above are $3,596,070 in notes payable non-recourse due to
various third parties in conjunction with the purchase and assignment of lease
transactions. The notes are payable only to the extent residual values are
realized which are estimated to occur as follows: $3,330,391 and $265,679 in
1998 and 1999, respectively.

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

December 31, 1997

8. Related Party Transactions

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

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

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

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

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

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

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

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

On January 28, 1997, the Partnership lent $7,780,328 to ICON Asset
Acquisition L.L.C. I, a joint venture limited liability corporation formed by
ICON Cash Flow Partners L.P., Series B (8.93% interest), ICON Cash Flow Partners
L.P., Series C (13.39% interest) and ICON Cash Flow Partners L.P. Six (77.68%
interest), all affiliates of the Partnership. The note was short term, bore
interest at the rate of 11% and was paid in full on August 31, 1997. The
interest rate charged on the loan approximated market rates at that time.

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

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

December 31, 1997

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

9. Commitments and Contingencies

The Partnership has entered into remarketing and residual sharing
agreements with third parties. In connection therewith, remarketing or residual
proceeds received in excess of specified amounts will be shared with these third
parties based on specified formulas. For the years ended December 31, 1997, 1996
and 1995, the Partnership paid or accrued $67,895, $194,174 and $755,384 to
third parties as their share under the agreements.

10. Subsidiary

On December 27, 1994, the Partnership formed a wholly owned subsidiary,
ICON E Corp., a Massachusetts corporation formed for the purpose of managing
equipment under lease located in the state of Massachusetts. Massachusetts
partnerships are taxed on personal property at a higher rate than corporations,
and therefore, to mitigate such excess property tax, certain leases are being
managed by ICON E Corp., a corporation. The Partnership's consolidated financial
statements include 100% of the accounts of ICON E Corp. As of December 31, 1997,
there was no federal tax liability for ICON E Corp.

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

December 31, 1997

11. Tax Information (Unaudited)

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

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

Net income per financial statements $ 2,368,585 $ 2,243,883 $ 1,585,802

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

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

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

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

December 31, 1997

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

None

PART III

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

The General Partner, a Connecticut corporation, was formed in 1985. The
General Partner's principal offices are located at 600 Mamaroneck Avenue,
Harrison, New York 10528-1632, and its telephone number is (914) 698-0600. The
officers of the General Partner have extensive experience with transactions
involving the acquisition, leasing, financing and disposition of equipment,
including acquiring and disposing of equipment subject to operating leases and
full payout leases.

The manager of the Registrant's business is the General Partner. The
General Partner is engaged in a broad range of equipment leasing and financing
activities. Through its sales representatives and through various broker
relationships throughout the United States, the General Partner offers a broad
range of equipment leasing services, including tax-oriented leasing and
financing. In addition, the General Partner offers financial consulting and
placement services for which fees are earned as a result of successful
placements of various secured financings and mortgages.

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

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

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

Thomas W. Martin Executive Vice President and Director

Paul B. Weiss Executive Vice President

Gary N. Silverhardt Senior Vice President and Chief Financial Officer

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

December 31, 1997

Beaufort J. B. Clarke, age 51, is President, Chief Executive Officer and
Director of both the General Partner and ICON Securities Corp. (the
"Dealer-Manager"). Prior to his present position, Mr. Clarke was founder and the
President and Chief Executive Officer of Griffin Equity Partners, Inc. Mr.
Clarke formerly was an attorney with Shearman and Sterling and has over 20 years
of senior management experience in the United States leasing industry.

Thomas W. Martin, age 43, is Executive Vice President of both the General
Partner and the Dealer-Manager. Prior to his present position, Mr. Martin was
the Executive Vice President and Chief Financial Officer of Griffin Equity
Partners, Inc. Mr. Martin has over 12 years of senior management experience in
the leasing business, particularly in the area of syndication.

Paul B. Weiss, age 37, is Executive Vice President of the General Partner.
Mr. Weiss has been exclusively engaged in lease portfolio acquisitions since
1988 from his affiliations with Griffin Equity Partners (as Executive Vice
President and co-founder in 1993); Gemini Financial Holdings (as Senior Vice
President-Portfolio Acquisitions and a member of the executive committee from
1991-1993) and Pegasus Capital Corporation (as Vice President-Portfolio
Acquisitions).

Gary N. Silverhardt, age 37, is Senior Vice President and Chief Financial
Officer of the General Partner. He joined the General Partner in 1989. Prior to
joining the General Partner, Mr. Silverhardt was previously employed by Coopers
& Lybrand from 1985 to 1989, most recently as an Audit Supervisor. Prior to
1985, Mr. Silverhardt was employed by Katz, Schneeberg & Co. from 1983 to 1985.
Mr. Silverhardt received a B.S. degree from the State University of New York at
New Paltz in 1983 and is a Certified Public Accountant.

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

December 31, 1997

Item 11. Executive Compensation

The Partnership has no directors or officers. The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the years ended December 31, 1997, 1996 and 1995.

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

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

Item 12. Security Ownership of Certain Beneficial Owners and Management

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

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

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

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

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

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

December 31, 1997

Item 13. Certain Relationships and Related Transactions

On January 28, 1997, the Partnership lent $7,780,328 to ICON Asset
Acquisition LLC I, a joint venture limited liability corporation formed by ICON
Cash Flow Partners L.P., Series B (8.93% interest), ICON Cash Flow Partners,
L.P., Series C (13.39% interest) and L.P. Six (77.68% interest), all affiliates
of the Partnership. The note was short term, bore interest at the rate of 8% and
was paid in full on August 31, 1997.

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

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

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

PART IV

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

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

2. Financial Statement Schedule - None.

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

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

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

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

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

(b) Reports on Form 8-K

No reports on Form 8-K were filed by the Partnership during the quarter ended
December 31, 1997.

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

December 31, 1997

SIGNATURES

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

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

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

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

ICON Capital Corp.
sole General Partner of the Registrant

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

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

Date: March 31, 1998 /s/ Gary N. Silverhardt
-------------------------------------------------
Gary N. Silverhardt
Senior Vice President and Chief Financial Officer

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

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