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 period ended                      September 30, 1997
                     -----------------------------------------------------------

[  ]     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                      0-27912
                       ---------------------------------------------------------

                     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)


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


                                 (914) 698-0600
--------------------------------------------------------------------------------
               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


<PAGE>


PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

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

                           Consolidated Balance Sheets

                                   (unaudited)

                                            September 30,   December 31,
                                                1997            1996

       Assets

Cash ....................................   $ 11,307,412    $  1,203,626
                                            ------------    ------------

Investment in finance leases
   Minimum rents receivable .............     16,102,388      31,294,210
   Estimated unguaranteed residual values      7,483,868      11,769,952
   Initial direct costs .................        258,269         498,927
   Unearned income ......................     (2,346,484)     (4,515,040)
   Allowance for doubtful accounts ......       (663,946)       (844,709)
                                            ------------    ------------
                                              20,834,095      38,203,340

Investment in operating leases
   Equipment at cost ....................     18,053,706      20,771,628
   Accumulated depreciation .............       (105,096)     (2,388,850)
   Initial direct costs .................           --            81,600
                                            ------------    ------------
                                              17,948,610      18,464,378

Investment in financings
   Receivables due in installments ......      6,767,329      23,057,131
   Initial direct costs .................          1,446         136,330
   Unearned income ......................     (1,104,632)     (3,699,855)
   Allowance for doubtful accounts ......       (129,454)       (263,231)
                                            ------------    ------------
                                               5,534,689      19,230,375

Equity investment in joint ventures .....        885,815          57,290
                                            ------------    ------------

Accounts receivable from affiliates, net         281,100            --

Other assets ............................        178,414         775,161
                                            ------------    ------------

Total assets ............................   $ 56,970,135    $ 77,934,170
                                            ============    ============


<PAGE>


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

                     Consolidated Balance Sheets (continued)

                                   (unaudited)
<TABLE>

                                                               September 30,   December 31,
                                                                   1997           1996

       Liabilities and Partners' Equity

<S>                                                           <C>             <C>         
Notes payable - non-recourse ..............................   $ 26,854,208    $ 34,168,921
Note payable - warehouse line of credit ...................      2,684,035            --
Note payable - revolving credit facility ..................           --        13,000,000
Security deposits and deferred credits ....................        906,937         887,257
Minority interest in joint venture ........................        809,800          45,724
Accounts payable - other ..................................        495,296         461,109
Accounts payable to General Partner ................... ...        119,947         106,642
Accounts payable - equipment ..............................           --            71,553
                                                              ------------    ------------
                                                                31,870,223      48,741,206
Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ........................................       (269,320)       (228,462)
   Limited partners (609,246 and 609,446 units outstanding,
     $100 per unit original issue price in 1997 and 1996,
     respectively) ........................................     25,369,232      29,421,426
                                                              ------------    ------------

Total partners' equity ....................................     25,099,912      29,192,964
                                                              ------------    ------------

Total liabilities and partners' equity ....................   $ 56,970,135    $ 77,934,170
                                                              ============    ============

</TABLE>















See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Operations

                                   (unaudited)
<TABLE>

                                             For the Three Months         For the Nine Months
                                              Ended September 30,          Ended September 30,
                                               1997          1996           1997          1996
                                               ----          ----           ----          ----

Revenue
<S>                                       <C>            <C>           <C>            <C>        
   Rental income ......................   $   748,444    $   677,193   $ 1,425,637    $ 2,031,579
   Net gain on sales or
     remarketing of equipment .........       744,793        308,409     1,072,791      1,895,206
   Finance income .....................       657,485      1,104,665     2,742,315      3,390,232
   Interest income and other ..........       237,462        101,545       764,667        325,541
   Income (loss) from equity
     investment in joint ventures .....       (93,588)         1,503       (89,342)         4,324
   Income from leveraged leases .......          --             --            --          200,517
                                          -----------    -----------   -----------    -----------

   Total revenues .....................     2,294,596      2,193,315     5,916,068      7,847,399
                                          -----------    -----------   -----------    -----------

Expenses
   Interest ...........................       721,848        658,296     1,900,270      2,209,882
   Management fees - General Partner ..       254,421        261,194       728,972        868,147
   Administrative expense
     reimbursement  - General Partner .       131,647        129,815       380,549        425,208
   Depreciation .......................       105,095        265,428       370,523        796,284
   Amortization of initial direct costs        96,200        293,159       421,606        772,400
   General and administrative .........        38,293        124,130       301,358        348,321
   Minority interest in joint venture .        11,237          1,629        13,409          4,702
   Provision for bad debts ............          --          200,000          --          400,000
                                          -----------    -----------   -----------    -----------

   Total expenses .....................     1,358,741      1,933,651     4,116,687      5,824,944
                                          -----------    -----------   -----------    -----------

Net income ............................   $   935,855    $   259,664   $ 1,799,381    $ 2,022,455
                                          ===========    ===========   ===========    ===========

Net income allocable to:
   Limited partners ...................   $   926,496    $   257,067   $ 1,781,387    $ 2,002,230
   General Partner ....................         9,359          2,597        17,994         20,225
                                          -----------    -----------   -----------    -----------

                                          $   935,855    $   259,664   $ 1,799,381    $ 2,022,455
                                          ===========    ===========   ===========    ===========
Weighted average number of limited
   partnership units outstanding ......       609,246        609,551       609,290        609,551
                                          ===========    ===========   ===========    ===========

Net income per weighted average
   limited partnership unit ...........   $      1.52    $       .42   $      2.92    $      3.28
                                          ===========    ===========   ===========    ===========
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>


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

             Consolidated Statements of Changes in Partners' Equity

              For the Nine Months Ended September 30, 1997 and the
                  Years Ended December 31, 1996, 1995 and 1994

                        Limited Partner Distributions
<TABLE>

                           Return of    Investment            Limited         General
                            Capital       Income              Partners        Partner       Total
                         (Per weighted average unit)
<S>                         <C>           <C>                <C>              <C>         <C>        
Balance at
   December 31, 1993                                       $ 48,112,323     $ (46,440)   $48,065,883
                                                        
Cash distributions                                      
   to partners              $11.27        $ 2.48             (8,390,043)      (78,582)    (8,468,625)
Limited partnership                                     
   units redeemed                                       
   (728 units)                                                  (48,490)         -           (48,490)
Net income                                                    1,511,824        15,271      1,527,095
                                                           ------------     ---------    -----------
                                                        
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              $ 6.64        $ 2.92             (5,826,343)      (58,852)    (5,885,195)
Limited partnership                                     
   units redeemed                                       
   (200 units)                                                   (7,238)         -            (7,238)
Net income                                                    1,781,387        17,994      1,799,381
                                                           ------------     ---------    -----------
                                                        
Balance at                                              
   September 30, 1997                                      $ 25,369,232     $(269,320)   $25,099,912
                                                           ============     =========    ===========
</TABLE>
                                                   
See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Cash Flows

                     For the Nine Months Ended September 30,

                                   (unaudited)
<TABLE>

                                                                           1997           1996
                                                                           ----           ----
Cash flows provided by operating activities:
<S>                                                                   <C>             <C>         
   Net income .....................................................   $  1,799,381    $  2,022,455
                                                                      ------------    ------------
   Adjustments to reconcile net income to net
     cash provided by operating activities:
      Depreciation ................................................        370,523         796,284
      Rental income - assigned operating lease receivables ........     (1,425,637)       (677,193)
      Finance income portion of receivables paid directly
         to lenders by lessees ....................................       (874,753)     (1,456,812)
      Amortization of initial direct costs ........................        421,606         772,400
      Net gain on sales or remarketing of equipment ...............     (1,072,791)     (1,895,206)
      Interest expense on non-recourse financing paid
         directly by lessees ......................................        418,789         982,645
      Interest expense accrued on debt ............................        131,788         369,823
      Collection of principal - non-financed receivables ..........      7,690,395       6,638,551
      Income from leveraged leases, net ...........................           --          (200,517)
      Income (loss) from equity investment in joint ventures ......         89,342          (4,324)
      Distribution from investment in joint venture ...............     14,627,437            --
      Changes in operating assets and liabilities:
         Accounts receivable from affiliates, net .................       (281,100)           --
         Allowance for doubtful accounts ..........................       (314,540)        364,718
         Accounts payable to General Partner ......................         13,305         36,935
         Accounts payable - other .................................         34,187      (1,069,996)
         Security deposits and deferred credits ...................         19,680        (426,951)
         Minority interest in joint venture .......................        764,076           2,907
         Other assets .............................................        739,562       4,787,731
         Other, net ...............................................       (358,918)        224,902
                                                                      ------------    ------------

           Total adjustments ......................................     20,992,951       9,245,897
                                                                      ------------    ------------

           Net cash provided by operating activities ..............     22,792,332      11,268,352
                                                                      ------------    ------------

Cash flows from investing activities:
   Proceeds from sales of equipment ...............................     14,802,451       9,667,369
   Equipment and receivables purchased ............................     (9,032,599)    (15,018,876)
   Investment in joint venture ....................................     (2,250,000)           --
   Initial direct costs ...........................................           --           (76,732)
                                                                      ------------    ------------

           Net cash provided by investing activities ..............      3,519,852      (5,428,239)
                                                                      ------------    ------------

Cash flows from financing activities:
   Loans to affiliates ............................................    (11,280,328)           --
   Principal payments received on affiliate notes .................     11,280,328            --
   Proceeds from revolving credit facility ........................      4,400,000       8,780,000
   Proceeds from warehouse line of credit .........................      2,684,035            --
   Principal payments on revolving credit facility ................    (17,400,000)     (8,199,375)
   Redemption of limited partnership units ........................         (7,238)         (8,961)
   Cash distributions to partners .................................     (5,885,195)     (5,887,431)
   Principal payments on secured financing ........................           --        (2,335,806)
                                                                      ------------    ------------

      Net cash used in financing activities .......................    (16,208,398)     (7,651,573)
                                                                      ------------    ------------

Net increase (decrease) in cash ...................................     10,103,786      (1,811,460)

Cash at beginning of period .......................................      1,203,626       5,826,646
                                                                      ------------    ------------

Cash at end of period .............................................   $ 11,307,412    $  4,015,186
                                                                      ============    ============
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>


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

                Consolidated Statements of Cash Flows (continued)

Supplemental Disclosures of Cash Flow Information

   During the nine months ended September 30, 1997 and 1996, non-cash activities
included the following:
<TABLE>

                                                                            1997            1996
                                                                            ----            ----

Principal and interest on direct finance receivables
<S>                                                                     <C>             <C>         
   paid directly to lenders by lessees ..............................   $ 18,686,210    $  8,875,299
Rental income assigned operating lease receivable ...................      1,425,637         677,193
Principal and interest on non-recourse financing
   paid directly by lessees .........................................    (20,111,847)     (9,552,492)

Decrease in investments in finance leases and
  financings due to contribution to joint venture ...................     15,698,027            --
Increase in equity investment in joint venture ......................    (15,698,027)           --

Decrease in investment in finance leases due to termination of leases           --            18,345
Decrease in notes payable - non-recourse due to termination of lease            --           (18,345)
                                                                        ------------    ------------

                                                                        $               $
                                                                        ============    ============
</TABLE>

     Interest  expense of $1,900,270  and  $2,209,882  for the nine months ended
September  30, 1997 and 1996  consisted  of:  interest  expense on  non-recourse
financing  accrued or paid  directly  by lenders  to  lessees  of  $418,789  and
$982,645,  respectively,  interest  expense  on  revolving  credit  facility  of
$603,449  and  $826,547,  respectively,  and  other  interest  of  $878,032  and
$400,690, respectively.


<PAGE>


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

                   Notes to Consolidated Financial Statements

                               September 30, 1997

                                   (unaudited)

1.   Basis of Presentation

     The  consolidated  financial  statements of ICON Cash Flow Partners,  L.P.,
Series E (the  "Partnership")  have  been  prepared  pursuant  to the  rules and
regulations of the Securities  and Exchange  Commission  (the "SEC") and, in the
opinion  of  management,  include  all  adjustments  (consisting  only of normal
recurring  accruals)  necessary  for a fair  statement of income for each period
shown.  Certain  information  and  footnote  disclosures  normally  included  in
consolidated financial statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such SEC rules
and regulations.  Management  believes that the disclosures made are adequate to
make the information  represented  not  misleading.  The results for the interim
period are not  necessarily  indicative of the results for the full year.  These
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements and notes included in the Partnership's 1995
Annual Report on Form 10-K.

2.   Redemption of Limited Partnership Units

     The General  Partner  consented to the  Partnership  redeeming  200 limited
partnership  units  during  the  nine  months  ended  September  30,  1997.  The
redemption amount was calculated  following the specified  redemption formula as
per 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  reduction  from
partners equity.

3.  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 LLC 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
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. In June 1997 ICON Cash Flow LLC I
remarketed  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.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     ICON Cash Flow LLC 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 General  Partner manages and controls
the business  affairs of both the  Partnership and L.P. Six. As a result of this
common control and the Partnership's  ability to influence the activities of the
joint venture,  the  Partnership's  investment in the joint venture is accounted
for under the equity  method.  In June 1997 ICON Cash Flow LLC II remarketed 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
Cash Flow LLC II at September 30, 1997 is summarized below:

                                                September 30, 1997

             Assets                               $   17,029,715
                                                  ==============

             Liabilities                          $   12,476,743
                                                  ==============

             Equity                               $    4,552,972
                                                  ==============

                                                Nine Months Ended
                                                September 30, 1997

             Net income                           $      636,869
                                                  ==============

     ICON Cash Flow LLC 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 General Partner manages and controls the business affairs of
both the  Partnership and L.P. Seven. As a result of this common control and the
Partnership's ability to


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

influence the activities of the joint venture,  the Partnership's  investment in
the joint venture is accounted for under the equity  method.  Information  as to
the  financial  position and results of  operations of ICON Cash Flow LLC III at
September 30, 1997 is summarized below:


                                                   September 30, 1997

                  Assets                             $   10,345,423
                                                     ==============

                  Liabilities                        $    8,422,480
                                                     ==============

                  Equity                             $    1,922,943
                                                     ==============

                                                    Nine Months Ended
                                                   September 30, 1997

                  Net income                         $      327,474
                                                     ==============

      ICON Receivables 1997-A LLC

      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  $4,874,857,  $5,553,962 and
$5,465,238,  respectively to ICON Receivables  1997-A LLC ("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  and L.P.  Six  contributed  and
assigned  equipment lease and finance  receivables and residuals with a net book
value of $15,698,027 and $5,346,909,  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. 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


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

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's  share  of  the  proceeds  from  the  securitization  totaled
$14,625,488.  The  Partnership  accounts for its  investment in 1997-A under the
equity method of accounting.  ThePartnership'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 nine months  ended  September  30,  1997 is  summarized
below:

                                            September 30, 1997

                 Assets                       $  54,950,026
                                              =============

                 Liabilities                  $  49,150,356
                                              =============

                 Equity                       $   5,799,670
                                              =============

                                             Nine Months Ended
                                            September 30, 1997

                 Net income                   $     677,434
                                              =============

       ICON Receivables 1997-B LLC

      In August 1997 the Partnership, L.P. Six and L.P. Seven (collectively, the
"1997-B Members") formed ICON Receivables 1997-B LLC ("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").
Borrowings  under the 1997-B  Facility are based on the present value of the new
leases,  provided that in the aggregate,  the amount  outstanding  cannot exceed
$13,000,000.  Outstanding  amounts under the 1997-B Facility bear interest equal
to Libor plus 1.5%.  Collections of receivables from leases are used to pay down
the 1997-B 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
Facility  balance and the remaining  proceeds will be  distributed to the 1997-B
Members  in  accordance  with  their  membership  interests.  The  Partnership's
consolidated  financial statements include 100% of the assets and liabilities of
1997-B,  L.P. Six and L.P.  Seven's  investment in 1997-B has been  reflected as
"Minority interest in joint venture."


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

4.    Related Party Transactions

      During the nine months ended  September 30, 1997 and 1996, the Partnership
paid or accrued to the General Partner management fees of $728,972 and $868,147,
respectively,   and  administrative   expense  reimbursements  of  $380,549  and
$425,208, respectively, which were charged to operations.

      During the nine months ended  September 30, 1997 and 1996, the Partnership
paid or accrued  to the  General  Partner  acquisition  fees of $0 and  $76,732,
respectively.

      Included in the Partnership's acquisitions for the year ended December 31,
1996 is a financing  transaction in the amount of $5,690,161,  which  represents
the financing of free cash  resulting  from lease rental  payments being greater
than 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  interest in the leveraged lease and assumed
the related outstanding non-recourse debt. In January, 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.

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



<PAGE>


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

Item 2.  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  47%, 39%, 12% and 2% of total  investments  at September 30, 1997,
respectively,  and 51%,  25%,  24% and  less  than 1% of  total  investments  at
September 30, 1996, respectively.

Results of Operations

Three Months Ended September 30, 1997 and 1996

      For the three months ended  September 30, 1997 and 1996,  the  Partnership
leased or financed equipment with an initial cost of $12,243,572 and $8,600,934,
respectively, to 0 and 76 lessees or equipment users, respectively.

     Revenues  for the three months ended  September  30, 1997 were  $2,294,596,
representing  an increase of $101,281 or 5% from 1996.  The increase in revenues
resulted  primarily  from an  increase  in net gain on sales or  remarketing  of
equipment  of  $436,384 or 141%,  an  increase  in interest  income and other of
$135,917 or 134% and an  increase in rental  income of $71,251 or 11% from 1996.
These  increases  were  partially  offset by a  decrease  in  finance  income of
$447,180 or 40% and a decrease in income from equity investment in joint venture
of $95,091.  The increase in net gain on sales or  remarketing  of equipment was
due to an increase 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 of the equipment.  Interest income and other increased
due to an increase in the average cash balance from 1996 to 1997.  Rental income
increased due to an increase in the average size of the operating portfolio from
1996 to 1997.  Finance income decreased due to a decrease in the average size of
the  finance  portfolio  from 1996 to 1997.  The  decrease in income from equity
investment in joint venture  resulted from a decrease in the average size of the
portfolio under investment.

      Expenses for the three months ended  September  30, 1997 were  $1,358,741,
representing  a decrease of $574,910 or 30% from 1996.  The decrease in expenses
resulted  primarily  from a decrease in  provision  for bad debts of $200,000 or
100%, a decrease in  amortization  of initial direct costs of $196,959 or 67%, a
decrease in  depreciation  expense of $160,333 or 60%, a decrease in general and
administrative  expense of $85,837 or 69% and a decrease in  management  fees of
$6,773 or 3% from 1996.  These decreases were partially offset by an increase in
interest  expense of $63,552 or 10%, an  increase in minority  interest in joint
venture of $9,608 and an  increase in  administrative  fees of $1,832 or 1% 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 nine  months  ended  September  30,  1997.
Amortization  of initial direct costs,  general and  administrative  expense 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.  The  increase in income from equity
investment in joint venture resulted from an increase in the average size of the
portfolio under investment. Interest expense increased due to an increase in the
average debt outstanding from 1996 to 1997.


<PAGE>


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

      Net income for the three  months  ended  September  30,  1997 and 1996 was
$935,855 and $259,664, respectively. The net income per weighted average limited
partnership unit was $1.52 and $.42 for 1997 and 1996, respectively.

Nine Months Ended September 30, 1997 and 1996

      For the nine months ended  September  30, 1997 and 1996,  the  Partnership
leased  or  financed   equipment  with  an  initial  cost  of  $29,316,817   and
$13,280,357,   respectively,   to  54  and  150  lessees  or  equipment   users,
respectively.  The weighted  average initial  transaction term relating to these
transactions was 51 and 53 months.

      Revenues for the nine months  ended  September  30, 1997 were  $5,916,068,
representing a decrease of $1,931,331 or 25% from 1996. The decrease in revenues
resulted  primarily  from a  decrease  in net gain on sales  or  remarketing  of
equipment of $822,415 or 43%, a decrease in finance income of $647,917 or 19%, a
decrease  in  rental  income of  $605,942  or 30%,  a  decrease  in income  from
leveraged  leases of  $200,517 or 100% and a decrease  in equity  investment  in
joint venture of $93,666 from 1996.  These decreases were partially offset by an
increase in interest  income and other of $439,126 or 135%. Net gain on sales or
remarketing  of  equipment  decreased  in  comparison  to the prior year gain of
$997,606,  which  resulted  from the  Partnership's  sale of its  investment  in
leveraged  leases at that time.  Finance income and income from leveraged leases
decreased  due to a decrease  in the average  size of the finance and  leveraged
lease  portfolios  from  1996  to  1997.  Rental  income  decreased  due  to the
Partnership's  reduced  investment in operating  leases.  The decrease in income
from equity  investment in joint venture resulted from a decrease in the average
size of the portfolio under investment.  Interest income and other increased due
to an increase in the average cash balance from 1996 to 1997.

      Expenses for the nine months  ended  September  30, 1997 were  $4,116,687,
representing a decrease of $1,708,257 or 29% from 1996. The decrease in expenses
resulted primarily from a decrease in depreciation expense of $425,761 or 53%, a
decrease  in  provision  for bad  debts of  $400,000  or  100%,  a  decrease  in
amortization  of initial direct costs of $350,794 or 45%, a decrease in interest
expense of $309,612 or 14%, a decrease in management  fees of $139,175 or 16%, a
decrease in general and administrative  expense of $46,963 or 13% and a decrease
in  administrative  expense  reimbursements  of $44,659 or 11% from 1996.  These
decreases  were  partially  offset by an increase in minority  interest in joint
venture of  $8,707.  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 no provision for bad debts was required for
the nine months ended September 30, 1997.  Amortization of initial direct costs,
management fees, general and administrative  expense and administrative  expense
reimbursements  decreased due to a decrease in the average size of the portfolio
from 1996 to 1997.  Interest expense  decreased due to a decrease in the average
debt  outstanding  from  1996 to 1997.  The  increase  in income  from  minority
interest in joint  venture  resulted from an increase in the average size of the
portfolio under investment.

      Net income  for the nine  months  ended  September  30,  1997 and 1996 was
$1,798,187 and  $2,022,455,  respectively.  The net income per weighted  average
limited partnership unit was $2.92 and $3.28 for 1997 and 1996, respectively.


<PAGE>


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

Liquidity and Capital Resources

      The  Partnership's  primary  sources  of funds for the nine  months  ended
September 30, 1997 and 1996 were net cash provided by operations of  $22,792,332
and $11,268,352,  respectively,  proceeds from sales of equipment of $14,802,451
and  $9,667,369,  respectively,  proceeds from the revolving  credit facility of
$4,400,000 and $8,780,000, respectively, and proceeds from the warehouse line of
credit of $2,684,035 in 1997. These funds were used to purchase equipment,  fund
cash distributions and make payments on borrowings.  The Partnership  intends to
continue  to  purchase  additional  equipment  and to  fund  cash  distributions
utilizing cash provided by operations and proceeds from sales of equipment.

      Cash distributions to limited partners for the nine months ended September
30, 1997 and 1996, which were paid monthly,  totaled  $5,826,343 and $5,828,554,
respectively,  of which  $1,781,387 and  $2,002,230  was  investment  income and
$4,044,956  and $3,826,324  was a return of capital,  respectively.  The monthly
annualized cash  distribution  rate to limited  partners was 12.75% for 1997 and
1996, of which 3.90% and 4.38% was  investment  income and 8.85% and 8.37% was a
return of capital,  respectively,  calculated as a percentage of each  partner's
initial  capital  contribution.  The limited partner  distribution  per weighted
average unit  outstanding  for the nine months ended September 30, 1997 and 1996
was $9.56,  of which $2.92 and $3.28 was  investment  income and $6.64 and $6.28
was a return of capital, respectively.


      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  $4,874,857,  $5,553,962 and
$5,465,238,  respectively to ICON Receivables  1997-A LLC ("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  and L.P.  Six  contributed  and
assigned  equipment lease and finance  receivables and residuals with a net book
value of $15,698,027 and $5,346,909,  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.  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


<PAGE>


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

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  Partnership's  share of the  proceeds  from the  securitization
totaled $14,625,488. The Partnership accounts for its investment in 1997-A under
the equity method of accounting. The 1997-A Members receive their pro rata share
of any excess cash on a monthly basis from 1997-A.  The  Partnership's  original
investment was recorded at cost and is adjusted by its share of earnings, losses
and distributions thereafter.

      In August 1997 the Partnership, L.P. Six and L.P. Seven (collectively, the
"1997-B Members") formed ICON Receivables 1997-B LLC ("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").
Borrowings  under the 1997-B  Facility are based on the present value of the new
leases,  provided that in the aggregate,  the amount  outstanding  cannot exceed
$13,000,000.  Outstanding  amounts under the 1997-B Facility bear interest equal
to Libor plus 1.5%.  Collections of receivables from leases are used to pay down
the 1997-B 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
Facility  balance and the remaining  proceeds will be  distributed to the 1997-B
Members  in  accordance  with  their  membership  interests.  The  Partnership's
consolidated  financial statements include 100% of the assets and liabilities of
1997-B,  L.P. Six and L.P.  Seven's  investment in 1997-B has been  reflected as
"Minority interest in joint venture."

      Included in the Partnership's acquisitions for the year ended December 31,
1996 is a financing  transaction in the amount of $5,690,161,  which  represents
the financing of free cash,  resulting from lease rental  payments being greater
than 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 ICON Cash Flow Partners L.P.
Six ("L.P.  Six"),  an  affiliate  of the  Partnership,  acquired  the  residual
interest in the leveraged lease and assumed the related outstanding non-recourse
debt.  In  January  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.

      On  January  28,  1997,  the  Partnership  lent  $7,780,328  to ICON Asset
Acquisition,  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 8%, (the  Partnership's  approximate  cost of funds) and
was paid in full on September 19, 1997.

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

      As of  September  30,  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. As cash is realized from operations,  sales of
equipment and borrowings,  the Partnership  will 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.


<PAGE>


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


PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

No reports on Form 8-K were filed by the  Partnership  during the quarter  ended
September 30, 1997.


<PAGE>


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



                                   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
                                   File No. 33-44413 (Registrant)
                                   By its General Partner,
                                   ICON Capital Corp.




November 14, 1997                  /s/ Gary N. Silverhardt
-----------------                  ---------------------------------------------
         Date                      Gary N. Silverhardt
                                   Chief Financial Officer
                                  (Principal financial and account officer of
                                   the General Partner of the Registrant)




<PAGE>