SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




Date of Report                      August 20, 1996
- --------------------------------------------------------------------------------

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


         Delaware                                                13-3602979
- --------------------------------------------------------------------------------
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                            Identification Number)



Commission File Number     33-40044
- --------------------------------------------------------------------------------


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




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






<PAGE>



                       ICON Cash Flow Partners, L.P., Series D
                                    Form 8-K

Item 1.  Change of Control of Registrant


     On August 20, 1996, ICON Holdings Corp. ("ICON  Holdings")  acquired all of
the outstanding  stock of ICON Capital Corp.,  the general partner (the "General
Partner") of ICON Cash Flow Partners, L.P., Series D (the  "Partnership"),  and
all of the outstanding  stock of ICON Securities Corp., the  dealer-manager  for
the offer and sale of the limited partnership securities of the Partnership (the
"Dealer- Manager"), for total consideration of $9.35 million. ICON Holdings
is a joint  venture  between  Summit Asset  Holding  L.L.C.,  a subsidiary  of a
diversified  financial and business  services group based in the United Kingdom,
and Warrenton  Capital Partners L.L.C.,  which was formed by two of the founders
of Griffin Equity  Partners,  Inc., a U.S. company engaged in the acquisition of
leases  and  lease  portfolios.  The  stock  of  the  General  Partner  and  the
Dealer-Manager  was purchased  from Peter D.  Beekman,  who  [immediately  prior
thereto]  repurchased  certain minority interests in the General Partner held by
     former  employees  of  the  General  Partner.  The  consideration  for  the
acquisition was satisfied by (a) $2.7 million in cash from the parent  companies
of ICON Holdings and (b) $6.65  million in  promissory  notes issued to Peter D.
Beekman, of which $2.95 million has been paid, leaving a balance of $3.7 million
as of  September  4, 1996.  The source of funds for the  repayment  included the
proceeds of a $1.15 million loan from the General Partner to ICON Holdings.  The
remaining  notes  bear  interest  rates  between  12%  and  16.705%  and  having
maturities  between one and three years,  are guaranteed by the General  Partner
and the Dealer-Manager,  and are secured by a pledge of the capital stock of the
General Partner and the Dealer-Manager held by ICON
Holdings and by certain fees payable by the  Partnership to the General  Partner
and the Dealer-Manager.

         In connection  with the  acquisition,  the following  changes have been
made in the management of the General Partner and the Dealer-Manager:

     o    Beaufort J. B.  Clarke has become the  President  and Chief  Executive
          Officer of both the General Partner and the  Dealer-Manager.  Prior to
          his  present  position,  Mr.  Clarke,  age  49,  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 U.S.  leasing
          industry.

     o    Thomas W. Martin has become the Executive  Vice  President of both the
          General Partner and the Dealer-Manager. Prior to his present position,
          Mr.  Martin,  age 42,  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.

     o    Gary N.  Silverhardt,  formerly Vice  President and  Controller of the
          General Partner, has become the Chief Financial Officer of the General
          Partner.



<PAGE>



                       ICON Cash Flow Partners, L.P., Series D
                                    Form 8-K


     The Board of Directors of the General  Partner and the  Dealer-Manager  now
consist of Neil A. Roberts,  who is the  Chairman,  Mr.  Clarke,  Mr. Martin and
Timothy R. Spring. Mr. Roberts, age 47, has been the Managing Director of Summit
Asset Management  Limited, a subsidiary of The Summit Group PLC, since 1991. Mr.
Roberts has over 25 years of  experience  in the  leasing and finance  business,
including  positions with Kleinwort Benson Group, the United Kingdom  subsidiary
of Hongkong and Shanghai Banking Corporation, and Chemical Bank. Mr. Spring is a
Director of Summit Asset Management Limited.

     Peter D. Beekman,  Cortes E. DeRussy,  Charles  Duggan and Susan H. Beekman
have resigned their positions with the General Partner, and Peter D. Beekman and
Susan H. Beekman have resigned their positions with the Dealer-Manager.

         The acquisition of the General Partner will not result in any change in
the investment objectives or policies of the Partnership, nor has there been any
change in the terms of the Partnership Agreement.


<PAGE>


                       ICON Cash Flow Partners, L.P., Series D
                                    Form 8-K



                                   SIGNATURES


         Pursuant to the  requirements  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 D
                                        File No. 33-40044 (Registrant)
                                        By its General Partner,
                                        ICON Capital Corp.




September 4, 1996                       Gary N. Silverhardt
      Date                              Gary N. Silverhardt
                                        Chief Financial Officer
                                        (Principal financial and account
                                        officer of the General Partner
                                        of the Registrant)




<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report                      August 20, 1996
- --------------------------------------------------------------------------------

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

         Delaware                                                13-3602979
- --------------------------------------------------------------------------------
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                            Identification Number)

Commission File Number     33-40044
- --------------------------------------------------------------------------------

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

                                 (914) 698-0600
- --------------------------------------------------------------------------------
               Registrant's telephone number, including area code
ICON Cash Flow Partners, L.P., Series D
                                    Form 8-K

Item 1.  Change of Control of Registrant

     On August 20, 1996, ICON Holdings Corp. ("ICON  Holdings")  acquired all of
the outstanding  stock of ICON Capital Corp.,  the general partner (the "General
Partner") of ICON Cash Flow Partners, L.P., Series D (the  "Partnership"),  and
all of the outstanding  stock of ICON Securities Corp., the  dealer-manager  for
the offer and sale of the limited partnership securities of the Partnership (the
"Dealer- Manager"), for total consideration of $9.35 million. ICON Holdings
is a joint  venture  between  Summit Asset  Holding  L.L.C.,  a subsidiary  of a
diversified  financial and business  services group based in the United Kingdom,
and Warrenton  Capital Partners L.L.C.,  which was formed by two of the founders
of Griffin Equity  Partners,  Inc., a U.S. company engaged in the acquisition of
leases  and  lease  portfolios.  The  stock  of  the  General  Partner  and  the
Dealer-Manager  was purchased  from Peter D.  Beekman,  who  [immediately  prior
thereto]  repurchased  certain minority interests in the General Partner held by
     former  employees  of  the  General  Partner.  The  consideration  for  the
acquisition was satisfied by (a) $2.7 million in cash from the parent  companies
of ICON Holdings and (b) $6.65  million in  promissory  notes issued to Peter D.
Beekman, of which $2.95 million has been paid, leaving a balance of $3.7 million
as of  September  4, 1996.  The source of funds for the  repayment  included the
proceeds of a $1.15 million loan from the General Partner to ICON Holdings.  The
remaining  notes  bear  interest  rates  between  12%  and  16.705%  and  having
maturities  between one and three years,  are guaranteed by the General  Partner
and the Dealer-Manager,  and are secured by a pledge of the capital stock of the
General Partner and the Dealer-Manager held by ICON
Holdings and by certain fees payable by the  Partnership to the General  Partner
and the Dealer-Manager.

         In connection  with the  acquisition,  the following  changes have been
made in the management of the General Partner and the Dealer-Manager:

     o    Beaufort J. B.  Clarke has become the  President  and Chief  Executive
          Officer of both the General Partner and the  Dealer-Manager.  Prior to
          his  present  position,  Mr.  Clarke,  age  49,  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 U.S.  leasing
          industry.

     o    Thomas W. Martin has become the Executive  Vice  President of both the
          General Partner and the Dealer-Manager. Prior to his present position,
          Mr.  Martin,  age 42,  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.

     o    Gary N.  Silverhardt,  formerly Vice  President and  Controller of the
          General Partner, has become the Chief Financial Officer of the General
          Partner.
ICON Cash Flow Partners, L.P., Series D
                                    Form 8-K

     The Board of Directors of the General  Partner and the  Dealer-Manager  now
consist of Neil A. Roberts,  who is the  Chairman,  Mr.  Clarke,  Mr. Martin and
Timothy R. Spring. Mr. Roberts, age 47, has been the Managing Director of Summit
Asset Management  Limited, a subsidiary of The Summit Group PLC, since 1991. Mr.
Roberts has over 25 years of  experience  in the  leasing and finance  business,
including  positions with Kleinwort Benson Group, the United Kingdom  subsidiary
of Hongkong and Shanghai Banking Corporation, and Chemical Bank. Mr. Spring is a
Director of Summit Asset Management Limited.

     Peter D. Beekman,  Cortes E. DeRussy,  Charles  Duggan and Susan H. Beekman
have resigned their positions with the General Partner, and Peter D. Beekman and
Susan H. Beekman have resigned their positions with the Dealer-Manager.

         The acquisition of the General Partner will not result in any change in
the investment objectives or policies of the Partnership, nor has there been any
change in the terms of the Partnership Agreement.
ICON Cash Flow Partners, L.P., Series D
                                    Form 8-K

                                   SIGNATURES

         Pursuant to the  requirements  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 D
                                        File No. 33-40044 (Registrant)
                                        By its General Partner,
                                        ICON Capital Corp.

September 4, 1996                       Gary N. Silverhardt
      Date                              Gary N. Silverhardt
                                        Chief Financial Officer
                                        (Principal financial and account
                                        officer of the General Partner
                                        of the Registrant)