.
                                  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                        June 30, 2001
                     -----------------------------------------------------------

[ ] 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)


              111 Church Street, White Plains, New York 10601-1505
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)


                                 (914) 993-1700
--------------------------------------------------------------------------------
               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)
<TABLE>

                                                       June 30,    December 31,
                                                         2001         2000
                                                         ----         ----

       Assets

<S>                                                <C>             <C>
Cash ...........................................   $    667,885    $  1,030,751
                                                   ------------    ------------

Investment in finance leases
   Minimum rents receivable ....................     10,618,292      13,688,669
   Estimated unguaranteed residual values ......      4,732,426       7,904,259
   Unearned income .............................     (1,556,625)     (2,077,737)
   Allowance for doubtful accounts .............     (1,508,512)     (1,287,212)
                                                   ------------    ------------
                                                     12,285,581      18,227,979

Investment in financings
   Receivables due in installments .............     11,265,839      11,907,064
   Unearned income .............................       (997,078)     (1,176,563)
   Allowance for doubtful accounts .............     (1,292,886)     (1,235,231)
                                                   ------------    ------------
                                                      8,975,875       9,495,270

Investment in operating leases
   Equipment, at cost ..........................     21,554,841      20,707,984
   Accumulated depreciation ....................     (4,920,000)     (4,584,394)
                                                   ------------    ------------
                                                     16,634,841      16,123,590

Investments in unconsolidated joint ventures ...        216,168         483,555
                                                   ------------    ------------

Other assets ...................................        431,362         793,601
                                                   ------------    ------------

Total assets ...................................   $ 39,211,712    $ 46,154,746
                                                   ============    ============


</TABLE>



                                                       (continued on next page)



<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                   (unaudited)
<TABLE>

                                                                June 30,    December 31,
                                                                 2001          2000
                                                                 ----          ----

       Liabilities and Partners' Equity

<S>                                                         <C>             <C>
Notes payable - securitized debt ........................   $ 10,289,497    $ 14,318,259
Notes payable - non-recourse ............................     16,027,333      17,798,581
Security deposits, deferred credits and other payables ..      1,795,578       2,022,692
Minority interests in consolidated joint ventures .......        560,604         635,659
                                                            ------------    ------------
                                                              28,673,012      34,775,191

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ......................................       (414,473)       (406,065)
   Limited partners (607,856 units outstanding,
     $100 per unit original issue price in 2001 and 2000,
     respectively) ......................................     10,953,173      11,785,620
                                                            ------------    ------------

Total partners' equity ..................................     10,538,700      11,379,555
                                                            ------------    ------------

Total liabilities and partners' equity ..................   $ 39,211,712    $ 46,154,746
                                                            ============    ============
</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 Six Months
                                                           Ended June 30,                Ended June 30,
                                                         2001           2000          2001           2000
                                                         ----           ----          ----           ----

<S>                                                  <C>            <C>           <C>            <C>
Revenues
Finance income ...................................   $   726,227    $   931,831   $ 1,518,504    $ 1,952,725
Rental income ....................................       639,001        615,000     1,254,001      1,230,000
   Gain on sales of equipment ....................        27,039         83,282        55,629        214,645
Interest income and other ........................        30,584         64,504        62,912         95,038
   (Loss) income from investments in
     unconsolidated joint ventures ...............      (254,645)        34,966      (267,387)        65,958
                                                     -----------    -----------   -----------    -----------

   Total revenues ................................     1,168,206      1,729,583     2,623,659      3,558,366
                                                     -----------    -----------   -----------    -----------

Expenses
   Interest ......................................       608,442        760,918     1,269,202      1,559,739
   General and administrative ....................       194,693        206,088       368,732        367,983
   Depreciation ..................................       188,803        146,802       335,606        293,605
   Provision for bad debts .......................       150,000           --         275,000           --
   Management fees-General Partner ...............       148,788        216,173       285,372        392,405
   Administrative expense reimbursements
     General Partner .............................        86,365        114,476       169,588        232,439
   Amortization of initial direct costs ..........          --           10,735          --           16,127
   Minority interest (income) expense in
     consolidated joint ventures .................       (45,352)        62,560       (75,055)       120,401
                                                     -----------    -----------   -----------     ----------

   Total expenses ................................     1,331,739      1,517,752     2,628,445      2,982,699
                                                     -----------    -----------   -----------    -----------

Net (loss) income ................................   $  (163,533)   $   211,831   $    (4,786)   $   575,667
                                                     ===========    ===========   ===========    ===========

Net (loss) income allocable to:
   Limited partners ..............................   $   (161,898)  $   209,713        (4,738)      569,910
   General Partner ...............................         (1,635)        2,118           (48)        5,757
                                                      -----------   -----------   -----------    ----------

                                                     $   (163,533)  $   211,831   $    (4,786)   $  575,667
                                                     ============   ===========   ===========    ==========

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

Net (loss) income per weighted average
   limited partnership unit ......................   $       (.27)  $       .35   $      (.01)   $      .94
                                                     ===========    ===========   ===========    ==========
</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 Six Months Ended June 30, and the
                          Year Ended December 31, 2000

                                   (unaudited)
<TABLE>

                           Limited Partner Distributions

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

<S>                            <C>         <C>                <C>             <C>         <C>
Balance at
   December 31, 1999                                         $15,065,327    $(372,938)   $14,692,389

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

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

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

Cash distribution
   to partners                 $1.37       $ (.01)              (827,709)      (8,360)      (836,069)

Net loss                                                          (4,738)         (48)        (4,786)
                                                             -----------    ---------    -----------

Balance at
   June 30, 2001                                             $10,953,173    $(414,473)   $10,538,700
                                                             ===========    =========    ===========

</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 Six Months Ended June 30,

                                   (unaudited)
<TABLE>

                                                                           2001            2000
                                                                           ----            ----

Cash flows provided by operating activities:
<S>                                                                     <C>            <C>
   Net (loss) income                                                    $    (4,786)   $   575,667
                                                                        -----------    -----------
   Adjustments to reconcile net income to net
    cash provided by operating activities:
     Depreciation                                                           335,606        293,605
     Rental income - paid directly to lenders by lessees                 (1,230,000)    (1,230,000)
     Provision for bad debts                                                275,000           --
     Amortization of initial direct costs                                      --           16,127
     Finance income portion of receivables paid directly
      to lenders by lessees                                                (261,425)      (511,492)
     Gain on sales of equipment                                             (55,629)      (214,645)
     Minority interest (income) expense in consolidated joint venture       (75,055)       120,401
     Interest expense on non-recourse financing paid
      directly by lessees                                                   888,489        909,235
     Loss (income) from investments in unconsolidated joint ventures        267,387        (65,958)
     Changes in operating assets and liabilities:
      Collection of principal - non-financed receivables                  3,721,434      7,585,402
      Security deposits, deferred credits and other payables               (227,114)     1,393,680
      Other assets                                                          362,239       (270,128)
      Other                                                                 156,232        101,285
                                                                        -----------    -----------

        Total adjustments                                                 4,157,164      8,127,512
                                                                        -----------    -----------

     Net cash provided by operating activities                            4,152,378      8,703,179
                                                                        -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of equipment                                         349,587        576,997
   Distributions received from unconsolidated joint ventures                   --          140,629
                                                                        -----------    -----------

     Net cash provided by investing activities                              349,587        717,626
                                                                        -----------    -----------
</TABLE>




                                                        (continued on next page)


<PAGE>


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

                Consolidated Statements of Cash Flows (Continued)

                        For the Six Months Ended June 30,

                                   (unaudited)
<TABLE>

                                                    2001           2000
                                                    ----           ----

Cash flows from financing activities:
<S>                                             <C>             <C>
   Proceeds from non-recourse debt                     --        11,943,528
   Principal payments on non-recourse debt             --       (12,673,843)
   Principal payments on securitized debt        (4,028,762)     (5,608,941)
   Cash distributions to partners                  (836,069)     (1,535,634)
                                               ------------    ------------

     Net cash (used in) financing activities     (4,864,831)     (7,874,890)
                                               ------------    ------------

Net increase (decrease) in cash                    (362,866)      1,545,915

Cash at beginning of period                       1,030,751       2,073,759
                                               ------------    ------------

Cash at end of period                          $    667,885    $  3,619,674
                                               ============    ============


</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 six months ended June 30, 2001 and 2000, non-cash activities
included the following:
<TABLE>

                                                           2001           2000
                                                           ----           ----
<S>                                                    <C>            <C>
Principal and interest on direct finance receivables
   paid directly to lenders by lessees                 $ 1,429,737    $ 2,673,654
Rental income on operating lease
   paid directly to lender by lessees                    1,230,000      1,230,000
Principal and interest on non-recourse
   debt paid directly by lessees                        (2,659,737)    (3,903,654)
                                                       -----------    -----------

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

     Interest expense of $1,269,202 and $1,559,739 for the six months ended June
30,  2001 and 2000  consisted  of  interest  expense on  non-recourse  financing
accrued  or paid  directly  to lenders by  lessees  of  $888,489  and  $909,235,
respectively, and interest expense on securitized debt of $380,713 and $650,504,
respectively.



<PAGE>


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

              Notes to Unaudited Consolidated Financial Statements

                                  June 30, 2001

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  accounting
principles  generally  accepted  in the  United  States  of  America  have  been
condensed  or omitted  pursuant  to such SEC rules and  regulations.  Management
believes  that  the  disclosures  made  are  adequate  to make  the  information
presented 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  2000 Annual Report on Form
10-K.

2.   Disposition Period

     The  Partnership's   reinvestment  period  ended  on  July  31,  1998.  The
disposition  period commenced on August 1, 1998.  During the disposition  period
the  Partnership  has  and  will  continue  to  distribute   substantially   all
distributable  cash from  operations  and  equipment  sales to the  partners and
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.  During the disposition  period, the Partnership expects to
recover, at a minimum, the carrying value of its assets.

3.   Related Party Transactions

     Fees paid or  accrued  by the  Partnership  to the  General  Partner or its
affiliates for the six months ended June 30, 2001 and 2000 are as follows:

                              2001          2000
                              ----          ----

Management fees             $285,372      $392,405       Charged to operations
Administrative expense
  reimbursements             169,588       232,439       Charged to operations
                            --------      --------

Total                       $454,960      $624,844
                            ========      ========

     The   Partnership  has  investments  in  five  joint  ventures  with  other
partnerships  sponsored  by the  General  Partner.  (See  Note 4 for  additional
information relating to the joint ventures.)


<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

4.   Investments in Joint Ventures

     The Partnership  and affiliates  formed five joint ventures for the purpose
of acquiring and managing various assets.

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

     ICON Cash Flow Partners L.L.C. I

     In September 1994 the Partnership and an affiliate, ICON Cash Flow Partners
L.P. Six ("L.P. Six"), formed a joint venture, ICON Cash Flow Partners, L.L.C. I
("ICON Cash Flow LLC I"), for the purpose of acquiring and managing an aircraft.
The  Partnership  and L.P. Six  contributed  99% and 1% of the cash required for
such  acquisition,  respectively,  to ICON  Cash  Flow LLC I. 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 interests in consolidated joint ventures."

     ICON Receivables 1997-B L.L.C.

     In August 1997 the  Partnership,  L.P. Six and ICON Cash Flow Partners L.P.
Seven ("L.P.  Seven")  formed  1997-B,  a special  purpose entity formed for the
purpose of originating  leases and securitizing its portfolio.  The Partnership,
L.P. Six and L.P.  Seven  contributed  $2,250,000  (75.00%  interest),  $250,000
(8.33%  interest) and $500,000  (16.67%  interest),  respectively to 1997-B.  In
October 1998,  1997-B  completed an equipment  securitization.  The net proceeds
from the  securitization  of these  assets  were used to pay-off  the  remaining
1997-B warehouse facility balance and any remaining proceeds were 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  interests in 1997-B have been
reflected as "minority interests in consolidated joint ventures."

     The three joint  ventures  described  below are less than 50% owned and are
accounted for following the equity method.

ICON Cash Flow Partners L.L.C. II

     In March 1995 the  Partnership  and L.P. Six formed a joint  venture,  ICON
Cash Flow  Partners  L.L.C.  II ("ICON  Cash Flow LLC II"),  for the  purpose of
acquiring and managing an aircraft.  The Partnership and L.P. Six contributed 1%
and 99% of the cash required for such  acquisition,  respectively,  to ICON Cash
Flow LLC II. The Partnership's  investment in the joint venture is accounted for
under the equity method.


<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

     Information  as  to  the  unaudited   financial  position  and  results  of
operations  of ICON  Cash Flow LLC II at June 30,  2001 and 2000 are  summarized
below:

                                      June 30, 2001         June 30, 2000
                                      -------------         -------------

Assets                                $  17,403,153         $  15,351,943
                                      =============         =============

Liabilities                           $  10,494,238         $   8,770,175
                                      =============         =============

Equity                                $   6,908,915         $   6,581,768
                                      =============         =============

Partnership's share of equity         $      69,089         $      65,818
                                      =============         =============

                                    Six Months Ended      Six Months Ended
                                      June 30, 2001         June 30, 2000
                                      -------------         -------------

Net income                            $     269,111         $     519,363
                                      =============         =============

Partnership's share of net income     $       2,691         $       5,194
                                      =============         =============

     ICON Cash Flow L.L.C. III

     In December 1996 the Partnership and an affiliate, ICON Cash Flow Partners,
L.P.  Seven ("L.P.  Seven"),  formed a joint  venture,  ICON Cash Flow  Partners
L.L.C. III ("ICON Cash Flow LLC III"), for the purpose of acquiring and managing
an aircraft.  The Partnership and L.P. Seven  contributed 1% and 99% of the cash
required  for such  acquisition,  respectively,  to ICON Cash Flow LLC III.  The
Partnership's  investment in the joint venture is accounted for under the equity
method.

     Information  as  to  the  unaudited   financial  position  and  results  of
operations  of ICON Cash Flow LLC III at June 30,  2001 and 2000 are  summarized
below:

                                      June 30, 2001         June 30, 2000
                                      -------------         -------------

Assets                                $   7,238,337         $   8,740,415
                                      =============         =============

Liabilities                           $   2,631,391         $   4,692,315
                                      =============         =============

Equity                                $   4,606,946         $   4,098,100
                                      =============         =============

Partnership's share of equity         $      46,069         $      40,981
                                      =============         =============

                                     Six Months Ended      Six Months Ended
                                      June 30, 2001         June 30, 2000
                                      -------------         -------------

Net income                            $     249,299         $     248,400
                                      =============         =============

Partnership's share of net income     $       2,493         $       2,484
                                      =============         =============


<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

ICON Receivables 1997-A L.L.C.

     In March 1997 three affiliates of the Partnership, ICON Cash Flow Partners,
L.P.,  Series D ("Series D"), L.P. Six and L.P. Seven,  contributed and assigned
equipment lease and finance receivables and residuals to ICON Receivables 1997-A
L.L.C.  ("1997-A"),  a  special  purpose  entity  created  for  the  purpose  of
originating  leases,  managing existing  contributed assets and securitizing its
portfolio.  In  September  1997  the  Partnership,   L.P.  Six  and  L.P.  Seven
contributed and assigned additional  equipment lease and finance receivables and
residuals to 1997-A. The Partnership, Series D, L.P. Six and L.P. Seven received
a 31.19%, 17.81%, 31.03% and 19.97% interest,  respectively,  in 1997-A based on
the value of their related contributions.  In September 1997, 1997-A securitized
substantially all of its equipment leases and finance receivables and residuals.
1997-A  became  the  beneficial  owner of a trust.  The  Partnership's  original
investment was recorded at cost and is adjusted by its share of earnings, losses
and distributions thereafter.

     Information  as  to  the  unaudited   financial  position  and  results  of
operations of 1997-A at June 30, 2001 and 2000 are summarized below:

                                       June 30, 2001         June 30, 2000
                                       -------------         -------------

Assets                                 $   5,196,836         $  13,201,639
                                       =============         =============

Liabilities                            $   4,872,966         $  10,160,355
                                       =============         =============

Equity                                 $     323,870         $   3,041,284
                                       =============         =============

Partnership's share of equity          $     101,010         $     638,324
                                       =============         =============

                                      Six Months Ended      Six Months Ended
                                       June 30, 2001         June 30, 2000
                                       -------------         -------------

Net loss                               $  (1,868,675)        $     186,847
                                       =============         =============

Partnership's share of net loss        $    (272,571)        $      58,280
                                       =============         =============

     1997-A recorded  provision for bad debt of $1,825,000  during the six month
period ended June 30, 2001.

5.   Disposition Period

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


<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

6.   Investment in Operating Leases

     In the second quarter of 2001,  the original lease term of power  generator
equipment accounted for as a direct finance lease expired. The residual value at
the expiration of the original  lease term was $846,857.  This lease was renewed
for a  twelve  month  period.  This  renewal  lease is now  accounted  for as an
operating lease.

7.   Investment in Financings

     In 2001, the original lease term of a production  facility accounted for as
a direct  finance lease  expired.  The residual value at the end of the original
lease  term was  $1,810,085.  The  underlying  equipment  was  financed  under a
five-year  note  agreement.  The note  received as a result of the  financing is
included in investment in financings.  There was no gain or loss recognized when
the underlying equipment residual value was financed under the note agreement.


<PAGE>


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

                                  June 30, 2001

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,  financings,  operating leases, and investments in unconsolidated  joint
ventures  representing  37%, 19%, 44%, 0% of total investments at June 30, 2001,
respectively,  and 46%, 22%, 31% and 1% of total  investments  at June 30, 2000,
respectively.

Results of Operations

Three Months Ended June 30, 2001 and 2000

     Revenues  for  the  three  months  ended  June  30,  2001  were  $1,168,206
representing a decrease of $561,377 from 2000. The decrease in revenues resulted
primarily  from a loss from  investments  in joint  ventures of $254,645  versus
income from  investment  in joint  ventures of $34,966 in 2000 and  decreases in
finance  income of $205,604  and gain on sales of  equipment  of $56,243.  These
decreases were  partially  offset by a $24,001  increase in rental  income.  The
decrease in income from investment in joint ventures  resulted  primarily from a
provision for bad debts of $1,700,000 recorded by 1997-A in the 2001 period. The
decrease in finance  income was  primarily due to a decrease in the average size
of the finance  lease  portfolio  from 2000 to 2001,  and due to a finance lease
which was  renewed in 2001 and which is now  classified  as an  operating  lease
during its renewal  term.  The decrease in gain on sales of  equipment  resulted
from a decrease in the amount of equipment sold where the proceeds received were
in excess of the remaining carrying value. The increase in rental income was due
to a finance  lease which was renewed in 2001 and which is now  classified as an
operating lease. As a result,  rentals  received  relating to this lease are now
reported as rental  income.  Prior to this  reclassification,  such rentals were
included as  collection of finance lease  receivables  with the finance  portion
included in the finance income.

     Expenses  for  the  three  months  ended  June  30,  2001  were  $1,331,739
representing  a decrease of $186,013 from 2000. The decline was due primarily to
a decrease in interest expense of $152,476,  minority interest income of $45,352
in 2001 versus minority interest expense of $62,560 in 2000,  management fees of
$67,385,  general and  administrative  expenses  of $11,395  and  administrative
expense  reimbursements of $28,111.  These decreases were partially offset by an
increase in provision for bad debts of $150,000 and an increase in  depreciation
of $42,001. The decrease in interest expense resulted from a decrease in average
debt  outstanding from 2000 to 2001.  Minority  interest income resulted from an
overall loss in the Partnership's two consolidated joint ventures in 2001 versus
income recognized in the joint ventures in 2000. The decrease in management fees
and  administrative  expense  reimbursements  resulted  from a  decrease  in the
average size of the finance lease  portfolio.  The increase in provision for bad
debts was the result of  determinations  made of the level of reserves  required
during the 2001 and 2000 periods,  respectively.  These  determinations were the
result  of the  Partnership's  ongoing  analysis  of  delinquency  trends,  loss
experience   and  an  assessment  of  overall   credit  risk.  The  increase  in
depreciation  was due to a higher average level of operating  lease  investments
during the 2001 period.

     Net (loss)  income for the three  months  ended June 30,  2001 and 2000 was
($163,353)  and  $211,831,  respectively.  The net (loss)  income  per  weighted
average  limited  partnership  unit was  ($.27)  and  $.35  for  2001 and  2000,
respectively.


<PAGE>


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

Six Months Ended June 30, 2001 and 2000

     Revenues  for  the  six  months   ended  June  30,  2001  were   $2,623,659
representing a decrease of $934,707 from 2000. The decrease in revenues resulted
principally  from a  decrease  in  finance  income  of  $434,221,  a  loss  from
investments in joint ventures of $267,387 versus income from investment in joint
ventures  of  $65,958 in 2000 and a decrease  in gain on sales of  equipment  of
$159,016.  These decreases were partially offset by a $24,001 increase in rental
income.  The decrease in finance  income was  primarily due to a decrease in the
average  size of the  finance  lease  portfolio  from 2000 to  2001and  due to a
finance  lease which was renewed in 2001 and is now  classified  as an operating
lease  during it's  renewal  term.  The loss from  investment  in joint  venture
resulted  primarily  from a provision  for bad debts of  $1,825,000  recorded by
1997-A in 2001.  The  decrease  in gain on sales of  equipment  resulted  from a
decrease in the amount of  equipment  sold where the proceeds  received  were in
excess of the remaining carrying value. The increase in rental income was due to
a finance  lease  which was  renewed in 2001 and which is now  classified  as an
operating lease. As a result,  rentals  received  relating to this lease are now
reported as rental  income.  Prior to the  reclassification,  such  rentals were
included as collections of finance lease  receivables  with the finance  portion
included in finance income.

     Expenses  for  the  six  months   ended  June  30,  2001  were   $2,628,445
representing a decrease of $354,254 from 2000.  The decline was due  principally
to a decrease in interest expense of $290,537,  a decrease in management fees of
$107,033,  minority  interest income of $75,055 in 2001 versus minority interest
expense  of  $120,401  in  2000,  and  a  decrease  in  administrative   expense
reimbursements of $62,851.  These decreases were partially offset by an increase
in  provision  for bad debts of  $275,000  and an increase  in  depreciation  of
$42,001.  The decrease in interest  expense  resulted from a decrease in average
debt  outstanding from 2000 to 2001.  Minority  interest income resulted from an
overall loss in the Partnership's two consolidated joint ventures in 2001 versus
income recognized in the joint ventures in 2000. The decrease in management fees
and  administrative  expense  reimbursements  resulted  from a  decrease  in the
average size of the finance lease  portfolio.  The increase in provision for bad
debts was the result of  determinations  made of the level of reserves  required
during the 2001 and 2000 periods,  respectively.  These  determinations were the
result  of the  Partnership's  ongoing  analysis  of  delinquency  trends,  loss
experience   and  an  assessment  of  overall   credit  risk.  The  increase  in
depreciation was due to a higher level of operating lease investments during the
2001 period.

     Net  (loss)  income for the six  months  ended  June 30,  2001 and 2000 was
($4,786) and $575,667,  respectively. The net (loss) income per weighted average
limited partnership unit was ($.01) and $.94 for 2001 and 2000, respectively.

Liquidity and Capital Resources

     The  Partnership's  primary  sources of funds for the six months ended June
30,  2001 and 2000  were net cash  provided  by  operations  of  $4,152,378  and
$8,703,179,  proceeds  from sales of  equipment  of $349,587  and  $576,997  and
borrowings  of  $11,943,528  during  2000.  These  funds  were used to fund cash
distributions and debt repayments.

     Cash  distributions  to limited  partners for the six months ended June 30,
2001 and 2000 totaled $827,709 and $1,520,286, respectively.


<PAGE>


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

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

     As of June 30, 2001,  except as noted above,  there were no known trends or
demands,  commitments,  events  or  uncertainties  which  are  likely  to have a
material  effect on liquidity.  As cash is realized from operations and sales of
equipment,  the Partnership  will distribute  substantially  all available cash,
after retaining  sufficient cash to meet its reserve  requirements and recurring
obligations.

Item 3.  Qualitative and Quantitative Disclosures About Market Risk

     The  Partnership is exposed to certain market risks,  including  changes in
interest  rates.  The  Partnership  believes its exposure to other market risks,
including  commodity risk and equity price risk, are  insignificant  to both its
financial position and results of operations.

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





<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
June 30, 2001.


<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.




       August 10, 2001              /s/ Thomas W. Martin
------------------------------      --------------------------------------------
                 Date               Thomas W. Martin
                                    Executive Vice President
                                    (Principal financial and accounting officer
                                    of the General Partner of the Registrant)