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

                                    FORM 10-Q


[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the

quarterly period ended                September 30, 2005
                       ---------------------------------------------------------

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

transition period from ___________________________ to __________________________


Commission File Number                               33-44413
                       ---------------------------------------------------------

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

            Delaware                                             13-3635208
--------------------------------------------------------------------------------
(State or other jurisdiction of           (IRS Employer Identification Number)
incorporation or organization)

 100 Fifth Avenue, New York, New York                        10011-1505
--------------------------------------------------------------------------------
 (Address of principal executive offices)                  (Zip code)

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


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

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

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [ ] Yes [x] No


<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                                      Index


PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>

     Item 1.  Condensed Consolidated Financial Statements

<S>                                                                                   <C>
         Condensed Consolidated Balance Sheets at September 30, 2005 (Unaudited)
           and December 31, 2004                                                         3-4

         Condensed Consolidated Statements of Operations for the three months
           and nine months ended September 30, 2005 and 2004 (Unaudited)                   5

         Condensed Consolidated Statement of Changes in Partners' Equity for the
           nine months ended September 30, 2005 (Unaudited)                                6

         Condensed Consolidated Statements of Cash Flows for the nine months
           ended September 30, 2005 and 2004 (Unaudited)                                 7-8

         Notes to Condensed Consolidated Financial Statements (Unaudited)               9-11

     Item 2.  General Partner's Discussion and Analysis of Financial Condition
       and Results of Operations                                                       12-17

     Item 3.  Quantitative and Qualitative Disclosures About Market Risk                  18

     Item 4.  Controls and Procedures                                                     18

PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings                                                           19

     Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                 19

     Item 3.  Defaults Upon Senior Securities                                             19

     Item 4.  Submission of Matters to a Vote of Security Holders                         19

     Item 5.  Other Information                                                           19

     Item 6.  Exhibits                                                                    19

         Signatures                                                                       20

         Certifications                                                                21-24

</TABLE>


                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

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

                                     ASSETS

                                                  (Unaudited)
                                                  September 30,     December 31,
                                                     2005             2004
                                                     ----             ----

 Cash and cash equivalents                      $     148,749   $       598,455
                                                -------------   ---------------

 Investments in finance leases:
    Minimum rents receivable                          186,254           617,849
    Estimated unguaranteed residual values              7,500            55,813
    Unearned income                                    (1,634)          (10,437)
    Allowance for doubtful accounts                        -            (59,094)
                                               --------------   ----------------

    Net investments in finance leases                 192,120           604,131
                                               --------------   ---------------

 Investment in operating lease:
    Equipment, at cost                                     -         19,207,984
    Accumulated depreciation                               -         (9,557,751)
                                               --------------   ----------------

    Net investment in operating lease                      -          9,650,233
                                               --------------   ---------------


 Equipment held for sale, net                         142,964           852,283
 Investments in joint ventures                         13,151            57,805
 Other receivables                                      5,058                -
                                               --------------   ---------------

    Total assets                               $      502,042   $    11,762,907
                                               ==============   ===============



See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

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

                        LIABILITIES AND PARTNERS' EQUITY

<TABLE>
<CAPTION>

                                                             (Unaudited)
                                                             September 30,    December 31,
                                                                 2005             2004
                                                                 ----             ----

<S>                                                          <C>             <C>
 Notes and accrued interest payable - non-recourse           $          -    $   9,674,432
 Security deposits, deferred credits and other payables              2,431         135,917
 Due to affiliates                                                  19,461           4,715
 Minority interest                                                      -           25,009
                                                             -------------   -------------

    Total liabilities                                               21,892       9,840,073
                                                             -------------   -------------

 Commitments and Contingencies

 Partners' equity:
    General Partner                                               (514,926)       (500,496)
    Limited Partners (607,856.31 units outstanding,
      $100 per unit original issue price)                          995,076       2,423,330
                                                             -------------   -------------

Total partners' equity                                             480,150       1,922,834
                                                             -------------   -------------

    Total liabilities and partners' equity                   $     502,042   $  11,762,907
                                                             =============   =============

</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                             Three Months Ended             Nine Months Ended
                                                               September 30,                 September 30,
                                                           2005              2004         2005           2004
                                                           ----              ----         ----          ----
 Revenue:
<S>                                                   <C>               <C>            <C>          <C>
    Rental income                                     $            -    $    207,194   $  388,595   $    677,551
    Finance income                                              1,978          5,368        8,803         33,081
    Net (loss) gain on sales of equipment                        (208)        86,622      261,377       (489,424)
    Loss from investments in joint ventures                    (1,302)       (65,854)     (17,664)       (64,600)
    Interest and other income                                   5,221        639,976        7,504        808,808
                                                      ---------------   ------------   ----------   -------------

    Total revenue                                               5,689        873,306      648,615        965,416
                                                      ---------------   ------------   ----------   -------------

 Expenses:
    Depreciation                                                   -         399,967           -       1,199,900
    Impairment loss                                                -              -       634,798             -
    Interest                                                       -         283,150      522,367        878,658
    General and administrative                                 29,090         50,061       90,708        148,044
    Management fees - General Partner                           9,358         22,659       35,016         59,130
    Administrative expense reimbursements -
      General Partner                                          23,198          9,063       51,181         23,719
    Amortization of initial direct costs                           -              43           -           1,533
    Minority interest                                              -         174,660          242         18,576
                                                      ---------------   ------------   -----------  ------------

    Total expenses                                             61,646        939,603    1,334,312      2,329,560
                                                      ---------------   ------------   ----------   ------------

 Net loss                                             $       (55,957)  $    (66,297)  $ (685,697)  $ (1,364,144)
                                                      ===============   ============   ==========   ============

 Net loss allocable to:
    Limited Partners                                  $       (55,397)  $    (65,634)  $ (678,840)   $(1,350,503)
    General Partner                                              (560)          (663)      (6,857)       (13,641)
                                                      ----------------  -------------  ----------   ------------

                                                      $       (55,957)  $    (66,297)  $ (685,697)  $ (1,364,144)
                                                      ===============   ============   ==========   ============

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

 Net loss per weighted average
    limited partnership unit                          $         (0.09)  $      (0.11)  $    (1.12)  $      (2.22)
                                                      ===============   ============   ==========   ============

</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
         Condensed Consolidated Statement of Changes in Partners' Equity
                      Nine Months Ended September 30, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                          Total
                                     Units           Limited          General           Partners'
                                  Outstanding       Partners          Partner             Equity
                                  -----------       --------          -------             ------

<S>                             <C>               <C>               <C>                 <C>
 Balance, January 1, 2005           607,856.31    $   2,423,330     $   (500,496)       $   1,922,834

 Cash distributions to partners                        (749,414)          (7,573)            (756,987)
 Net loss                                -             (678,840)          (6,857)            (685,697)
                                --------------    -------------     ------------        --------------

 Balance, September 30, 2005        607,856.31    $     995,076     $   (514,926)       $      480,150
                                ==============    =============     ============        ==============

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       6
<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                 Condensed Consolidated Statements of Cash Flows
                         Nine Months Ended September 30,
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       2005                2004
                                                                       ----                ----
Cash flows from operating activities:
<S>                                                             <C>              <C>
    Net loss                                                    $     (685,697)  $     (1,364,144)
    Adjustments to reconcile net loss to net cash
      provided by operating activities:
          Rental income paid directly to lenders by lessees           (365,000)          (675,000)
          Interest  expense on   non-recourse  financing
            paid directly to lenders by lessees                        365,000            675,000
          Depreciation                                                     -            1,199,900
          Impairment loss                                              634,798              -
          Amortization of initial direct costs                             -                1,533
          Forgiveness of debt to affiliates                                -             (546,903)
          Net (gain) loss on sales of equipment                       (261,377)           489,424
          Loss from investments in joint ventures                       17,664             64,600
          Non-cash portion of interest income and other                 (8,137)             -
          Minority interest                                                242             18,576
      Changes in operating assets and liabilities:
          Collection of principal - non-financed receivables           363,698            468,115
          Accrued interest payable                                     157,367            200,009
          Security deposits, deferred credits and other payables       (37,829)          (134,475)
          Deferred rental income                                           -                9,894
          Due to affiliates, net                                        14,724            (48,079)
                                                                --------------   ----------------

 Net cash provided by operating activities                             195,453            358,450
                                                                --------------   -----------------

 Cash flows from investing activities:
    Proceeds from sales of equipment                                   109,603            351,551
    Distributions received from joint ventures                           2,250              2,253
    Distributions to minority interest holders                              -             (51,532)
                                                                --------------   ----------------

 Net cash provided by investing activities                             111,853            302,272
                                                                --------------   ----------------

 Cash flows from financing activities:
    Principal payments on non-recourse debt                                (25)          (145,541)
    Cash distributions to partners                                    (756,987)          (302,396)
                                                                --------------   ----------------

 Net cash used in financing activities                                (757,012)          (447,937)
                                                                --------------   ----------------

 Net (decrease) increase in cash and cash equivalents                 (449,706)           212,785
 Cash and cash equivalents, beginning of the period                    598,455             80,318
                                                                --------------   ----------------

 Cash and cash equivalents, end of the period                   $     148,749    $        293,103
                                                                ==============   ================

See accompanying notes to condensed consolidated financial statements.

</TABLE>

                                       7
<PAGE>
                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                 Condensed Consolidated Statements of Cash Flows
                         Nine Months Ended September 30,
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 2005             2004
                                                                                 ----             -----
 Supplemental disclosure of cash flow information:
<S>                                                                           <C>            <C>
    Cash paid during the period for interest                                  $       -      $      -
                                                                              ============   ===========


 Supplemental disclosure of non-cash investing and financing activities:
    Rental income from operating lease paid directly to lender by lessee      $    365,000   $   675,000
                                                                              ============   ===========
    Principal and interest on non-recourse financing paid directly
      to lender by lessee                                                     $    365,000   $   675,000
                                                                              ============   ===========

</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                       8

<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2005
                                   (Unaudited)

(1)    Basis of Presentation and Consolidation

     The accompanying  condensed  consolidated financial statements of ICON Cash
Flow  Partners,  L.P.,  Series  E (the  "Partnership")  have  been  prepared  in
accordance with accounting principles generally accepted in the United States of
America  for  interim  financial  information  and  pursuant  to the  rules  and
regulations  of  the   Securities   and  Exchange   Commission  for  Form  10-Q.
Accordingly,  they do not include all of the information and footnotes  required
by accounting  principles generally accepted in the United States of America for
complete  financial  statements.  In the  opinion of the  General  Partner,  all
adjustments  (consisting only of normal recurring accruals) considered necessary
for a  fair  presentation  have  been  included.  These  condensed  consolidated
financial  statements  should be read together with the  consolidated  financial
statements  and notes included in the  Partnership's  2004 Annual Report on Form
10-K. The results for the interim period are not  necessarily  indicative of the
results for the full year.

     The condensed consolidated financial statements include the accounts of the
Partnership and its majority owned subsidiaries.  All intercompany  accounts and
transactions have been eliminated in consolidation. The Partnership accounts for
its  interests  in minority  owned  joint  ventures  under the equity  method of
accounting.  In such cases, the Partnership's  original investments are recorded
at cost and  adjusted for its share of earnings,  losses and  distributions.  In
joint ventures where the  Partnership's  ownership  interest is majority  owned,
minority interest  represents the minority owner's  proportionate share of their
equity in the joint venture.  The minority interest is adjusted for the minority
owner's share of the earnings or loss of the joint venture.

(2)    Organization

     The  Partnership  was  formed on  November  7, 1991 as a  Delaware  limited
partnership. The Partnership is engaged in one business segment, the business of
acquiring  equipment  subject to lease.  The  Partnership  is  currently  in the
process of selling its remaining  assets in the ordinary  course of business,  a
time frame called the disposition  period.  The Partnership  will continue until
December  31,  2010,  unless  terminated  sooner.  The  Partnership  anticipates
completing its liquidation within the next three to six months.

     The  Partnership's   reinvestment  period  ended  July  31,  1998  and  the
Partnership commenced its disposition period. During the disposition period, the
Partnership is distributing substantially all distributable cash from operations
and equipment sales to the partners and will continue the orderly termination of
its operations and affairs.  The  Partnership  will not invest in any additional
finance or lease transactions 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 the terms of a management  agreement  with the  Partnership.
Additionally,   the  General  Partner  has  a  1%  ownership   interest  in  the
Partnership.

                                       9
<PAGE>
                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2005
                                   (Unaudited)

(2)    Organization - continued

     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 their  adjusted  capital  contribution  account to zero and  receive,  in
addition,  other  distributions  and  allocations  which would provide a 10% per
annum  cumulative  return on their  outstanding  adjusted  capital  contribution
account. After such time, the distributions will be allocated 90% to the limited
partners and 10% to the General Partner.

     Certain  reclassifications  have  been made to the  accompanying  condensed
consolidated  financial statements for the three and nine months ended September
30, 2004 in order to conform to the current period presentation.

(3)    Joint Ventures

     ICON Cash Flow Partners L.L.C.

     The Partnership  and an affiliate,  ICON Cash Flow Partners L.P. Six ("L.P.
Six"), had ownership  interests of 99% and 1%,  respectively,  in ICON Cash Flow
Partners L.L.C.  ("ICON LLC"). ICON LLC owned a McDonnell Douglas MD-83 aircraft
(the  "LLC   Aircraft")  on  lease  with  Aerovias  de  Mexico,   S.A.  de  C.V.
("Aeromexico").  This lease expired during January 2005. Aeromexico continued to
operate  the LLC  Aircraft  after the lease  expiration  and was making  monthly
rental payments in accordance with the terms of the expired lease.

     On June  14,  2005,  ICON  LLC  sold the LLC  Aircraft  to  FINOVA  Capital
Corporation  ("FINOVA") in exchange for the outstanding  balance of non-recourse
debt and accrued  interest owed to FINOVA in the amount of $9,831,774.  The gain
on this sale was approximately $180,000.

     ICON Cash Flow Partners L.L.C. II

     The Partnership and an affiliate,  L.P. Six, had ownership  interests of 1%
and 99%,  respectively,  in ICON Cash Flow Partners  L.L.C II ("LLC II"). LLC II
owned a McDonnell  Douglas MD-83  aircraft (the "LLC II  Aircraft").  The LLC II
Aircraft  was leased to  Aeromexico  for $75,000 per month.  This lease  expired
during January 2005.  Aeromexico  continued to operate the LLC II Aircraft after
the lease  expiration  and was making monthly  rental  payments  directly to the
non-recourse lender in accordance with the terms of the expired lease.

     On October  21,  2005,  LLC II sold its  interest in the LLC II Aircraft to
FINOVA  Capital   Corporation   ("FINOVA")  in  exchange  for  the   outstanding
non-recourse debt balance owed to FINOVA of approximately $9,500,000.  Given the
depressed market for aircraft of this type, the General Partner  determined that
any remarketing  opportunity  would not benefit the Partnership given the amount
of the outstanding debt and the maintenance upgrades that may have been required
to the Aircraft.  Accordingly,  the General  Partner  decided it was in the best
interest of the Partnership to sell the Aircraft to FINOVA in full  satisfaction
of the outstanding  balance of the debt. The gain on this sale was approximately
$637,000.

                                       10
<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2005
                                   (Unaudited)

(4)    Transactions with Related Parties

     In  accordance  with the  terms of the  management  agreement  between  the
Partnership and the General  Partner,  the Partnership  pays the General Partner
management  fees  ranging  from 1% to 7% based on a  percentage  of the  rentals
recognized  either  directly by the  Partnership or through joint  ventures.  In
addition, the General Partner is reimbursed for administrative expenses incurred
in connection with the Partnership's operations.

     Fees and other  expenses paid or accrued by the  Partnership to the General
Partner or its affiliates were as follows:


<TABLE>
<CAPTION>

                                                Three Months Ended               Nine Months Ended
                                                  September 30,                    September 30,
                                            2005                2004           2005           2004
                                            ----                ----           ----           ----

<S>                                     <C>                <C>            <C>            <C>
Management fees                         $       9,358      $     22,659   $     35,016   $     59,130
Administrative expense reimbursements          23,198             9,063         51,181         23,719
                                        -------------      ------------  -------------  -------------

 Total                                  $      32,556      $     31,722   $     86,197   $     82,849
                                        =============      ============   ============   ============

</TABLE>

     At September  30,  2005,  the  Partnership  had $19,461 owed to the General
Partner for unpaid administrative expense reimbursements.

(5)    Equipment Held for Sale

     The Partnership currently owns rotables for an Airbus A310 aircraft.  These
rotables were  formerly on lease to Sabena  Technics and are currently off lease
and in the  process  of being  remarketed.  The  Partnership's  General  Partner
estimated  that the fair market value of the  rotables was less than  originally
estimated and the  Partnership  recognized an impairment  loss of  approximately
$635,000 which is included in the accompanying condensed consolidated statements
of operations for the nine months ended September 30, 2005.  This  determination
was based upon  recent  market  data from sales of similar  assets to  unrelated
third parties.

(6)    Recent Accounting Pronouncements

     The General Partner does not believe that any recently issued,  but not yet
effective,  accounting  pronouncements,  if  currently  adopted,  would  have  a
material effect on the accompanying condensed consolidated financial statements.

                                       11
<PAGE>

Item 2. General  Partner's  Discussion  and Analysis of Financial  Condition and
Results of Operations

     The  following is a  discussion  of our results of  operations  and current
financial  position.  This discussion should be read together with our unaudited
condensed consolidated financial statements and related notes included elsewhere
in this report and the audited  consolidated  financial  statements  and related
notes included in our Annual Report on Form 10-K for the year ended December 31,
2004.

     As used in this  quarterly  report on Form 10-Q,  references to "we," "us,"
"our" or similar terms include ICON Cash Flow Partners,  L.P.,  Series E and our
consolidated subsidiaries.

     Forward-Looking  Information - Certain statements within this Form 10-Q may
constitute   forward-looking  statements  within  the  meaning  of  the  Private
Securities  Litigation  Reform Act of 1995.  These  statements are identified by
words  such  as  "anticipate,"   "believe,"   "estimate,"  "expects,"  "intend,"
"predict" or "project" and similar  expressions.  This  information  may involve
risks and  uncertainties  that could cause actual  results to differ  materially
from the forward-looking  statements. We believe that the expectations reflected
in such  forward-looking  statements are based on reasonable  assumptions.  Such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ  materially  from those  projected.  Any such  forward-looking
statements  are  subject to risks and  uncertainties  and our future  results of
operations   could  differ   materially  from  historical   results  or  current
expectations.  Some of these risks are  discussed in this  report,  and include,
without  limitation,  fluctuations in petroleum and fuel prices;  level of fleet
additions by competitors and industry  overcapacity;  changing  customer demands
for leased equipment;  acts of terrorism;  unsettled political conditions,  war,
civil unrest and governmental  actions,  and  environmental  and labor laws. Our
actual  results  could  differ   materially  from  those   anticipated  by  such
forward-looking  statements  due to a number  of  factors,  some of which may be
beyond our control, including, without limitation:

o    changes in our industry, interest rates or the general economy;

o    the degree and nature of our competition;

o    cash flows from operating  activities may be less than our current level of
     expenses and debt obligations;

o    the financial condition of lessees; and

o    lessee defaults.

     Business Overview

     We are an equipment  leasing  business formed on November 7, 1991. We began
active  operations  on July 6, 1992.  We  primarily  engaged in the  business of
acquiring  equipment  subject  to  lease  and,  to a  lesser  degree,  acquiring
ownership rights to items of leased equipment at lease  expiration.  Some of our
equipment leases were acquired for cash and provided current cash flow, which we
refer to as "income"  leases.  The majority of the  purchase  price of our other
equipment  leases was financed,  so these leases  generated little or no current
cash flow  because  substantially  all of the rental  payments  received  from a
lessee were paid to a lender. For these "growth" leases, we anticipated that the
future  value of the  leased  equipment  will  exceed  the cash  portion  of the
purchase price paid for the equipment.

     We  invested  most of the net  proceeds  from  our  offering  in  items  of
equipment  subject to a lease.  After the net offering  proceeds were  invested,
additional  investments  were  made  with the cash  generated  from our  initial
investments  to the extent that cash was not needed for  expenses,  reserves and
distributions  to investors.  The  investment  in  additional  equipment in this
manner  is called  "reinvestment."  After the  "reinvestment  period,"  we began
selling our assets in the ordinary course of business during a time frame called
the "disposition  period." If we believe it would benefit  investors to reinvest
our cash flow in equipment during the disposition  period,  we may do so, but we
will not incur any  additional  fees to the General  Partner in connection  with
such reinvestments. Since July 31, 1998, we have been in our disposition period,
wherein we are seeking to sell our assets in the ordinary course of business.

                                       12
<PAGE>

     Substantially all of our recurring  operating cash flows are generated from
the operations of the one remaining lease in our portfolio.  On a monthly basis,
we deduct the expenses related to the recurring operations of the portfolio from
such  revenues  and assess the amount of the  remaining  cash flows that will be
required to fund known re-leasing or disposition costs and equipment  management
costs.  Any  residual   operating  cash  flows  are  considered   available  for
distribution to the partners. We anticipate liquidating within the next three to
six months.

     Our  current  portfolio,  which we own  directly or through  joint  venture
investments with affiliates, consists primarily of the following:

Air Transportation Industry

     We currently own rotables for an Airbus A310  aircraft.  Aircraft  rotables
are replacement  spare parts that are held in inventory by an airline.  The A310
rotables can be used on either  A310-200s  or A310-300s  which are being used by
over 60 operators  world-wide.  These  rotables were formerly on lease to Sabena
Technics and are currently off lease and in the process of being remarketed.  We
originally purchased the equipment for approximately $1,600,000 in cash. At June
30, 2005, the General Partner determined that the book value of these assets was
greater  than  the fair  value  of these  assets  and  accordingly  recorded  an
impairment loss of approximately  $635,000.  This  determination  was based upon
recent market data from sales of similar assets to unrelated third parties.

Chemical Industry

     We currently have a 25% interest in a sodium chlorate  production  facility
subject to lease  with EKA  Chemicals,  Inc.  We  received  a rental  payment of
$186,250  during  July 2005 and expect  the final  payment  of  $186,250  during
January 2006.  The lease will expire during January 2006, at which time title in
the  equipment  will pass to EKA  Chemicals,  Inc. for a one dollar buy out. Our
contribution to the purchase price was approximately  $1,403,000 in cash and the
assumption of approximately $526,000 of non-recourse debt.

Portfolio Activity For the Three Months Ended September 30, 2005

Sale of McDonnell Douglas MD-83 Aircraft

     We and an  affiliate,  L.P.  Six,  had  ownership  interests of 1% and 99%,
respectively,  in ICON Cash Flow  Partners  L.L.C II ("LLC II").  LLC II owned a
McDonnell  Douglas MD-83 aircraft (the "LLC II  Aircraft").  The LLC II Aircraft
was leased to  Aeromexico  for  $75,000  per month.  This lease  expired  during
January  2005.  Aeromexico  continued  to operate the LLC II Aircraft  after the
lease  expiration  and  was  making  monthly  rental  payments  directly  to the
non-recourse lender in accordance with the terms of the expired lease.

     On October  21,  2005,  LLC II sold its  interest in the LLC II Aircraft to
FINOVA  Capital   Corporation   ("FINOVA")  in  exchange  for  the   outstanding
non-recourse debt balance owed to FINOVA of approximately $9,500,000.  Given the
depressed market for aircraft of this type, the General Partner  determined that
any remarketing  opportunity  would not benefit the Partnership given the amount
of the outstanding debt and the maintenance upgrades that may have been required
to the Aircraft.  Accordingly,  the General  Partner  decided it was in the best
interest of the Partnership to sell the Aircraft to FINOVA in full  satisfaction
of the outstanding  balance of the debt. The gain on this sale was approximately
$637,000.

Industry Risk Factors

     Our  results of  operations  continue to be impacted by a number of factors
influencing the equipment leasing industry, some of which are discussed below.

Chemical Manufacturing Industry

     EKA Chemicals,  Inc. is the world's largest producer of sodium chlorate. Up
to 95% of all sodium  chlorate  produced  worldwide goes into the pulp and paper
industry,   where  it  is  used  to  generate  chlorine  dioxide,   the  leading
environmentally-compatible  bleaching  agent in the  production of wood pulp for
paper products. With growing environmental concerns,  sodium chlorate is in even
greater demand by papermakers as a key ingredient for making  chlorine  dioxide.
The  increase  of paper and board  production  in major  markets is  expected to
continue during 2005,  further  stimulating demand for pulp and paper chemicals.
However,  even as this industry  enjoys  sustained  growth,  factors  beyond our
control may adversely affect this industry and the financial  situation of third
parties to whom we lease sodium chlorate production  equipment.  The primary raw
materials  required  to produce  sodium  chlorate  are  electricity,  salt,  and
freshwater,  with electricity  comprising the single largest  operational  cost.
Recent  escalation  of energy  costs  represents  a risk,  by reducing  producer
margins and increasing operational costs.

                                       13
<PAGE>

Critical Accounting Policies

     An  appreciation  of our  critical  accounting  policies  is  necessary  to
understand our financial results. These policies may require the General Partner
to make difficult and subjective  judgments  regarding  uncertainties,  and as a
result,  such  estimates may  significantly  impact our financial  results.  The
precision of these  estimates and the  likelihood of future  changes depend on a
number of underlying variables and a range of possible outcomes.  We applied our
critical accounting policies and estimation methods  consistently in all periods
presented.  We consider the following  accounting policies to be critical to our
business:

o        Lease classification and revenue recognition
o        Asset impairments
o        Depreciation

Lease Classification and Revenue Recognition

     The equipment we lease to third  parties is classified  either as a finance
lease, a leveraged lease, or an operating lease,  which is determined based upon
the terms of each lease. Initial direct costs are capitalized and amortized over
the term of the related  lease for both a finance  lease and a leveraged  lease.
For an operating  lease, the initial direct costs are included as a component of
the cost of the equipment and depreciated.

     For finance leases, we record, at lease inception,  the total minimum lease
payments receivable from the lessee, the estimated  unguaranteed  residual value
of the equipment at lease  termination,  the initial direct costs related to the
lease 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 ratably over the term of the lease.

     For leveraged leases, we record, at lease inception,  our net investment in
the equipment  which  consists of the minimum  lease  payments  receivable,  the
estimated  unguaranteed residual value of the equipment at lease termination and
the initial  direct costs related to the lease,  net of the unearned  income and
principal  and interest on the related  non-recourse  debt.  Unearned  income is
recognized  as income over the life of the lease at a constant rate of return on
the positive net investment.

         For operating leases, income is recorded as rental income and is
recognized on the straight line method over the lease term.

     Our General  Partner has an  investment  committee  that  approves each new
equipment  acquisition  and lease  transaction.  As part of their  process  they
determine the residual value to be used once the  acquisition has been approved.
The factors  considered in determining  the residual value include,  but are not
limited to, the  creditworthiness of the potential lessee, the type of equipment
being  considered,  how the equipment is integrated  into the potential  lessees
business,  the length of the lease and  industry in which the  potential  lessee
operates.  Residual  values are reviewed in accordance with our policy to review
all significant assets in our portfolio.

Asset Impairments

     The significant assets in our portfolio are periodically reviewed, at least
annually,  by the General  Partner,  to determine  whether  events or changes in
circumstances  indicate  that  the  carrying  value  of  an  asset  may  not  be
recoverable.   The  General  Partner  uses  independent  qualified  third  party
appraisers  to  assist  in the  review  process.  An  impairment  loss  will  be
recognized if the carrying  amount of a long-lived  asset is not recoverable and
exceeds its fair value. In such circumstances,  we will estimate the future cash
flows  (undiscounted  and without interest  charges) expected to result from the
use of the asset and its eventual disposition.  Future cash flows are the future
cash inflows  expected to be generated by an asset less the future cash outflows
expected to be necessary to obtain those  inflows.  An  impairment  loss will be
measured  as the  amount by which the  carrying  amount  of a  long-lived  asset
exceeds its fair value.

     The events or changes in  circumstances  which  generally  indicate that an
asset  may be  impaired  are (i) the  estimated  fair  value  of the  underlying
equipment  is less than our  carrying  value or (ii) the lessee is  experiencing
financial difficulties and it does not appear likely that the estimated proceeds
from the  disposition  of the asset will be  sufficient to satisfy the remaining
obligation to the lender and our residual position in the asset.  Generally,  in
the latter  situation,  the residual  position  relates to equipment  subject to
third party notes payable where the lessee remits their rental payments directly
to the lender and we do not recover our residual position until the note payable
is repaid in full.

                                       14
<PAGE>

Depreciation

     We record  depreciation  expense on  equipment  classified  as an operating
lease.  In order to calculate  depreciation  we first  determine the depreciable
equipment cost,  which is the cost less estimated  salvage value.  The estimated
salvage  value  is  our  estimate  of  the  value  of  the  equipment  at  lease
termination.  The estimated residual value is reviewed annually,  by the General
Partner, to determine whether an impairment charge may be required.  The General
Partner uses qualified  third party  appraisers to assist in the review process.
Depreciation expense is recorded ratably over the term of the related lease.

New Accounting Pronouncements

     The General Partner does not believe that any recently issued,  but not yet
effective,  accounting  pronouncements,  if  currently  adopted,  would  have  a
material effect on the accompanying condensed consolidated financial statements.

Results of Operations  for the Three Months Ended  September 30, 2005 (the "2005
Quarter") and 2004 (the "2004 Quarter")

     Since July 31, 1998, we have been in our disposition  period and are in the
process of selling our assets in the ordinary  course of business.  At September
30, 2005,  we have few  remaining  assets.  As such,  rental  income and finance
income will decrease over time as will expenses  related to our assets,  such as
depreciation.  Additionally,  interest  expense should  decrease as we reach the
expiration  of leases that were  financed and we fully repay the debt.  Since we
are in the process of selling our remaining  assets,  we will be recording gains
and losses on the sales of equipment.

     Revenue  for the  2005  Quarter  and the 2004  Quarter  are  summarized  as
follows:
<TABLE>
<CAPTION>
                                           Three Months Ended September 30,
                                             2005               2004              Change
                                             ----               ----              ------
<S>                                      <C>               <C>               <C>
Total revenue                            $      5,689      $     873,306     $     (867,617)
                                         ============     ==============     ===============

Rental income                             $        -       $     207,194     $     (207,194)
Finance income                            $     1,978      $       5,368     $       (3,390)
Net (loss) gain on sales of equipment     $      (208)     $      86,622     $      (86,830)
Loss from investments in joint ventures   $    (1,302)     $     (65,854)    $       64,552
Interest and other income                 $     5,221      $     639,976     $     (634,755)

</TABLE>

     Revenue for the 2005 Quarter  decreased by $867,617,  or 99.3%, as compared
to the 2004 Quarter.  The decrease in rental income is  attributable to the fact
that we are in our disposition period, have disposed of substantially all of our
assets and have few remaining leases generating income. The decrease in interest
and other income is primarily a result of the extinguishment of debt, during the
2004  Quarter,  due to an affiliate by one of our  consolidated  entities,  ICON
Receivables 1997-B LLC.

     Expenses  for the 2005  Quarter  and the 2004  Quarter  are  summarized  as
follows:
<TABLE>
<CAPTION>
                                              Three Months Ended September 30,
                                                   2005             2004             Change
                                                   ----             ----             ------
<S>                                           <C>             <C>             <C>
Total expenses                                $    61,646     $   939,603     $     (877,957)
                                              ===========     ===========     ===============

Depreciation                                  $        -      $   399,967     $     (399,967)
Interest                                      $        -      $   283,150     $     (283,150)
General and administrative                    $    29,090     $    50,061     $      (20,971)
Management fees - General Partner             $     9,358     $    22,659     $      (13,301)
Administrative expense reimbursements -
    General Partner                           $    23,198     $     9,063     $       14,135
Amortization of initial direct costs          $        -      $        43     $          (43)
Minority interest                             $        -      $   174,660     $     (174,660)

</TABLE>
     Expenses for the 2005 Quarter  decreased  by $877,957,  or 93.4%,  over the
2004  Quarter.  The  decrease in expenses  is  attributable  to our being in our
disposition  period,  having  disposed  of  substantially  all of our assets and
having few remaining assets.  Most  significantly,  the decrease in depreciation
was due to the General  Partner's  decision to discontinue  depreciation  on the
Aeromexico aircraft at October 1, 2004 due to the net book value of the aircraft
approximating its fair value and the related non-recourse debt balance exceeding
the aircraft's net book value.  The aircraft was  subsequently  sold during June
2005.
                                       15
<PAGE>
     Net Loss

     As a result of the foregoing factors,  the net loss in the 2005 Quarter and
the  2004  Quarter  was  $55,957  and  $66,297,  respectively.  The net loss per
weighted average number of limited  partnership  units outstanding was $0.09 and
$0.11 for the 2005 Quarter and the 2004 Quarter, respectively.

Results of  Operations  for the Nine Months Ended  September 30, 2005 (the "2005
Period") and 2004 (the "2004 Period")

     Revenue for the 2005 Period and the 2004 Period are summarized as follows:

<TABLE>
<CAPTION>
                                                  Nine Months Ended September 30,
                                                    2005               2004                Change
                                                    ----               ----                ------
<S>                                           <C>              <C>                 <C>
Total revenue                                 $      648,615   $        965,416    $       (316,801)
                                              ===============  ================    =================

Rental income                                 $      388,595   $        677,551    $       (288,956)
Finance income                                $        8,803   $         33,081    $        (24,278)
Net (loss) gain on sales of equipment         $      261,377   $       (489,424)   $        750,801
Loss from investments in joint ventures       $      (17,664)  $        (64,600)   $         46,936
Interest and other income                     $        7,504   $        808,808    $       (801,304)

</TABLE>

     Revenue for the 2005 Period decreased by $316,801, or 32.8%, as compared to
the 2004  Period.  The  decrease  in total  revenue  is  partially  offset by an
increase in net (loss) gain on sales of equipment during the 2005 Period. Rental
income  and  finance  income  decreased  due  to  the  fact  that  we are in our
disposition  period and have few leases  generating  revenue.  The  decrease  in
interest and other income is primarily a result of the  extinguishment  of debt,
during the 2004 Period, due to an affiliate by one of our consolidated entities,
ICON Receivables 1997-B LLC.

     Expenses for the 2005 Period and the 2004 Period are summarized as follows:

<TABLE>
<CAPTION>
                                                   Nine Months Ended September 30,
                                                       2005             2004           Change
                                                       ----             ----           ------

<S>                                              <C>              <C>              <C>
Total expenses                                   $   1,334,312    $    2,329,560   $     (995,248)
                                                 =============    ==============   ===============

Depreciation                                     $          -     $    1,199,900   $   (1,199,900)
Impairment loss                                  $     634,798    $           -    $      634,798
Interest                                         $     522,367    $      878,658   $     (356,291)
General and administrative                       $      90,708    $      148,044   $      (57,336)
Management fees - General Partner                $      35,016    $       59,130   $      (24,114)
Administrative expense reimbursements -
  General Partner                                $      51,181    $       23,719   $       27,462
Amortization of initial direct costs             $          -     $        1,533   $       (1,533)
Minority interest                                $         242    $       18,576   $      (18,334)

</TABLE>

     Expenses for the 2005 Period decreased by $995,248, or 42.7%, over the 2004
Period. The decrease in expenses is attributable to our being in our disposition
period,  having  disposed  of  substantially  all of our  assets  and having few
remaining assets.  Most  significantly,  the decrease in depreciation was due to
the General  Partner's  decision to discontinue  depreciation  on the Aeromexico
aircraft  at  October  1,  2004  due to  the  net  book  value  of the  aircraft
approximating its fair value and the related non-recourse debt balance exceeding
the aircraft's net book value.  The aircraft was  subsequently  sold during June
2005. This decrease in expense was partially offset by an impairment loss on the
aircraft rotables in the 2005 Period.

     Net Loss

     As a result of the foregoing  factors,  the net loss in the 2005 Period and
the 2004 Period was  $685,697  and  $1,364,144,  respectively.  The net loss per
weighted average number of limited  partnership  units outstanding was $1.12 and
$2.22 for the 2005 Period and the 2004 Period, respectively.

                                       16
<PAGE>

     Liquidity and Capital Resources

     Sources of Cash

     We believe  that with the cash we have  currently  available  and from cash
being  generated from our remaining  lease,  we have sufficient cash to continue
our operations  through our disposition  period,  which we believe should end in
another three to six months.

     Our primary source of cash in the 2005 Period was from net cash provided by
operations  of  approximately  $195,000  and from  the  proceeds  from  sales of
equipment  of  approximately  $110,000.  During July 2005,  we received a rental
payment of  $186,250  from one of our lessees and we expect to receive the final
rental payment of $186,250 during January 2006.

     Our  primary  use of cash in the  2005  Period  was cash  distributions  to
partners.  During the 2005 Period we made  distributions  to limited partners of
$749,414 and distributions to the General Partner of $7,573.

     Financings and Recourse Borrowings

     We were a party to non-recourse  debt that expired during January 2005 with
a required balloon payment of approximately $9,600,000,  which was not paid. The
lender had a security  interest in the aircraft and an  assignment of the rental
payments under the lease.  Payments  continued to be made by the lessee directly
to the lender on the  non-recourse  debt that was due January  2005. On June 14,
2005,  the  aircraft  was sold to the  lender in  exchange  for the  outstanding
balance of non-recourse debt.

     We have  not made any  recourse  borrowings,  and we do not plan to rely on
financing to meet our current cash needs.

     Distributions

     Our reinvestment  period ended on July 31, 1998, and the disposition period
commenced.  During the disposition period, we will distribute  substantially all
distributable  cash from operations and equipment sales to the partners and will
continue the orderly  termination of our operations and affairs. We have not and
will not  invest in any  additional  finance  or lease  transactions  during the
disposition  period.  As a result of our entering into the  disposition  period,
future  distributions are expected to fluctuate depending on the amount of asset
sale and re-lease proceeds generated during the period.

     We  paid  monthly  distributions  to  our  partners  beginning  with  their
admission to the Partnership  through the  termination of the operating  period,
which was July 31,  1998.  For the 2005  Period,  we paid  distributions  to our
limited partners of $749,414 and distributions to our general partner of $7,573.

     Risks and Uncertainties

     At  September  30,  2005,  except as noted above in the  Business  Overview
section  and listed  below,  we believe  there were no known  trends or demands,
commitments,  events or uncertainties which are likely to have a material effect
on our liquidity.

     Set forth below and elsewhere in this report and in other documents we file
with the Securities and Exchange  Commission  are risks and  uncertainties  that
could  cause  our  actual  results  to  differ   materially   from  the  results
contemplated  by the  forward-looking  statements  contained  in this report and
other periodic statements we make, including, but not limited to, the following:

o    We may face difficulty remarketing the aircraft rotables. Aircraft rotables
     are  replacement  spare parts that are held in inventory by an airline.  We
     own rotables for Airbus aircraft. We believe that over time we will be able
     to  remarket  these  rotables,  but the  aircraft  industry  has been in an
     overall down cycle and we may face difficulty in remarketing these assets.

     Inflation and Interest Rates

     The potential  effects of inflation on us are difficult to predict.  If the
general economy  experiences  significant rates of inflation;  however, it could
affect us in a number of ways. We do not  currently  have or expect to have rent
escalation  clauses tied to inflation in our leases.  The  anticipated  residual
values  to be  realized  upon the  sale or  re-lease  of  equipment  upon  lease
terminations (and thus the overall cash flow from our leases) may be expected to
increase with inflation as the cost of similar new and used equipment increases.

                                       17
<PAGE>

Item 3.  Qualitative and Quantitative Disclosures About Market Risk

     We, like most other companies,  are exposed to certain market risks,  which
includes changes in interest rates and the demand for equipment (and the related
residuals)  owned by us. We believe  that our  exposure to other  market  risks,
including foreign currency  exchange rate risk,  commodity risk and equity price
risk, are  insignificant,  at this time, to both our financial  position and our
results of operations.

Item 4.   Controls and Procedures

     Evaluation of disclosure controls and procedures

     We  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation  of  management  of  ICON  Capital  Corp.,  our  General  Partner,
including the Chief Executive Officer and the Principal Financial and Accounting
Officer,  of the  effectiveness  of the design and  operation of our  disclosure
controls  and  procedures  as of the end of the period  covered  by this  report
pursuant to the  Securities  Exchange  Act of 1934.  Based upon the  evaluation,
except as noted below, the Chief Executive  Officer and the Principal  Financial
and Accounting  Officer  concluded  that our disclosure  controls and procedures
were effective.

     While evaluating our disclosure  controls and procedures we recognized that
greater internal  controls were needed to aid in a more efficient closing of our
financial  statements,  thereby requiring  additional  skilled accounting staff.
Towards the end of the third  quarter of 2004,  the General  Partner hired a new
senior vice president of accounting and is in the process of seeking  additional
accounting staff in order to better effectuate their internal controls.  We will
continue to evaluate our disclosure  controls and procedures to determine  their
effectiveness and adequacy and will take the steps necessary, in our opinion, to
ensure the adequacy of our disclosure controls and procedures.

     In designing and  evaluating  our disclosure  controls and  procedures,  we
recognized that disclosure controls and procedures, no matter how well conceived
and operated,  can provide only  reasonable,  not absolute,  assurance  that the
objectives of the  disclosure  controls and  procedures  are met. Our disclosure
controls  and  procedures  have  been  designed  to  meet  reasonable  assurance
standards. Disclosure controls and procedures cannot detect or prevent all error
and fraud.  Some  inherent  limitations  in disclosure  controls and  procedures
include  costs of  implementation,  faulty  decision-making,  simple  error  and
mistake.  Additionally,  controls can be  circumvented by the individual acts of
some persons,  by collusion of two or more people, or by management  override of
the  controls.  The design of any system of  controls  is based,  in part,  upon
certain  assumptions about the likelihood of future events,  and there can be no
assurance  that any design will succeed in achieving  its stated goals under all
anticipated and unanticipated future conditions.  Over time, controls may become
inadequate  because of changes in conditions,  or the degree of compliance  with
established policies or procedures.

     Our General Partner's Chief Executive  Officer and Principal  Financial and
Accounting  Officer have determined that no weakness in disclosure  controls and
procedures  had any  material  effect on the accuracy  and  completeness  of our
financial reporting and disclosures included in this report.

                                       18
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

     In the ordinary  course of conducting  our  business,  there may be certain
claims, suits and complaints filed against us. In the opinion of management, the
outcome  of such  matters,  if any,  will  not  have a  material  impact  on our
consolidated  financial  position or results of  operations.  No material  legal
proceedings are currently pending or threatened, to our knowledge, against us or
against any of our assets.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

         Not applicable.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

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

         No matters were submitted to a vote of security holders during the
third quarter 2005.

Item 5.  Other Information

         Not applicable.

Item 6. Exhibits

31.1 Certification of Chairman and Chief Executive Officer.

31.2 Certification  of Executive  Vice  President  and  Principal  Financial and
     Accounting Officer.

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

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

                                       19
<PAGE>

                                   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 E (Registrant)  By its General  Partner,
ICON Capital Corp.


Date: November 14, 2005      /s/ Beaufort J.B. Clarke
                             ------------------------
                             Beaufort J.B. Clarke
                             Chairman, Chief Executive Officer and Director

Date: November 14, 2005      /s/ Thomas W. Martin
                             --------------------
                             Thomas W. Martin
                             Executive Vice President and Director
                            (Principal Financial and Accounting Officer)


                                       20
<PAGE>

Exhibit 31.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. ss.1350)

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

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

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

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

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

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

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure  controls and procedures as of the end
          of the period covered by this report based on such evaluation; and

     c.   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the board of directors of the General Partner
     (or persons performing the equivalent function):

     a.   all significant  deficiencies and material weaknesses in the design or
          operation  of  internal   control  which  are  reasonably   likely  to
          materially  affect  the  registrant's  ability  to  record,   process,
          summarize and report financial information; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Dated: November 14, 2005

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

                                       21
<PAGE>

Exhibit 31.2

Principal Financial and Accounting Officer Certification Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss.1350)

I, Thomas W. Martin, certify that:

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

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

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

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

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

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure  controls and procedures as of the end
          of the period covered by this report based on such evaluation; and

     c.   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the board of directors of the General Partner
     (or persons performing the equivalent function):

     a.   all significant  deficiencies and material weaknesses in the design or
          operation  of  internal   control  which  are  reasonably   likely  to
          materially  affect  the  registrant's  ability  to  record,   process,
          summarize and report financial information; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Dated: November 14, 2005

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

                                       22
<PAGE>

Exhibit 32.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  906  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. ss.1350)

I, Beaufort J.B.  Clarke,  Chairman and Chief Executive  Officer of ICON Capital
Corp., the General Partner of ICON Cash Flow Partners,  L.P., Series E, certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, (18 U.S.C.  ss.1350),
that, to the best of my knowledge:

1.   The Quarterly  Report on Form 10-Q for the period ended  September 30, 2005
     (the "Periodic  Report") which this  statement  accompanies  fully complies
     with the requirements of Section 13(a) or 15(d) of the Securities  Exchange
     Act of 1934; and

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

Dated: November 14, 2005

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

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

The information  contained in this Exhibit 32.1 is being furnished and shall not
be deemed "filed" for the purposes of Section 18 of the Securities  Exchange Act
of 1934, as amended,  or otherwise  subject to the  liabilities of that section.
The  information  contained in this Exhibit  32.1 shall not be  incorporated  by
reference  into any  registration  statement or other  document  pursuant to the
Securities  Exchange Act of 1934, as amended,  or the Securities Act of 1933, as
amended,  except as shall be expressly  set forth by specific  reference to this
Exhibit 32.1 in such filing.

                                       23
<PAGE>

Exhibit 32.2

Principal Financial and Accounting Officer Certification Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss.1350)

I,  Thomas  W.  Martin,   Executive  Vice  President  (Principal  Financial  and
Accounting Officer) of ICON Capital Corp., the General Partner of ICON Cash Flow
Partners, L.P., Series E, certify, pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, (18 U.S.C. ss.1350), that, to the best of my knowledge:

1.   The Quarterly  Report on Form 10-Q for the period ended  September 30, 2005
     (the "Periodic  Report") which this  statement  accompanies  fully complies
     with the requirements of Section 13(a) or 15(d) of the Securities  Exchange
     Act of 1934; and

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

Dated: November 14, 2005

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

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

The information  contained in this Exhibit 32.2 is being furnished and shall not
be deemed "filed" for the purposes of Section 18 of the Securities  Exchange Act
of 1934, as amended,  or otherwise  subject to the  liabilities of that section.
The  information  contained in this Exhibit  32.2 shall not be  incorporated  by
reference  into any  registration  statement or other  document  pursuant to the
Securities  Exchange Act of 1934, as amended,  or the Securities Act of 1933, as
amended,  except as shall be expressly  set forth by specific  reference to this
Exhibit 32.2 in such filing.

                                       24