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, 1999
                     -----------------------------------------------------------

[ ] 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 10528-1632
--------------------------------------------------------------------------------
               (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)
<TABLE>

                                                               September 30,   December 31,
                                                                   1999            1998
                                                               ------------    -----------
       Assets

<S>                                                            <C>             <C>
Cash .......................................................   $  2,091,316    $  2,336,094
                                                               ------------    ------------

Investment in finance leases
   Minimum rents receivable ................................     29,481,034      39,904,532
   Estimated unguaranteed residual values ..................      9,123,155      11,545,261
   Unearned income .........................................     (5,609,672)     (8,575,852)
   Allowance for doubtful accounts .........................     (1,263,779)       (985,300)
                                                               ------------    ------------
                                                                 31,730,738      41,888,641

Investment in financings
   Receivables due in installments .........................     20,525,536      28,310,139
   Unearned income .........................................     (2,993,065)     (4,815,891)
   Allowance for doubtful accounts .........................       (742,038)       (425,601)
                                                               ------------    ------------
                                                                 16,790,433      23,068,647

Investment in operating leases
   Equipment, at cost ......................................     20,707,984      20,707,984
   Accumulated depreciation ................................     (3,850,380)     (3,409,972)
                                                               ------------    ------------
                                                                 16,857,604      17,298,012

Investments in unconsolidated joint ventures ...............      1,075,137       1,264,148
                                                               ------------    ------------

Accounts receivable from General Partner and affiliates, net           --           160,151
                                                               ------------    ------------

Other assets ...............................................      1,335,288         902,537
                                                               ------------    ------------

Total assets ...............................................   $ 69,880,516    $ 86,918,230
                                                               ============    ============

</TABLE>



                                                       (continued on next page)



<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                   (unaudited)
<TABLE>

                                                          September 30,   December 31,
                                                              1999            1998
                                                          ------------    -----------
       Liabilities and Partners' Equity

<S>                                                       <C>             <C>
Notes payable - securitized debt ......................   $ 28,580,741    $ 36,975,096
Notes payable - non-recourse ..........................     22,572,764      28,492,442
Security deposits, deferred credits and other payables       3,585,292       4,014,873
Minority interests in consolidated joint ventures .....        502,942         559,749
Accounts payable to General Partner and affiliates, net        145,020            --
                                                          ------------    ------------
                                                            55,386,759      70,042,160

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ....................................       (374,928)       (351,105)
   Limited partners (607,856 units outstanding,
     $100 per unit original issue price) ..............     14,868,685      17,227,175
                                                          ------------    ------------

Total partners' equity ................................     14,493,757      16,876,070
                                                          ------------    ------------

Total liabilities and partners' equity ................   $ 69,880,516    $ 86,918,230
                                                          ============    ============

</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,
                                              1999           1998           1999           1998
                                              ----           ----           ----           ----
Revenue
<S>                                       <C>            <C>            <C>            <C>
   Finance income .....................   $ 1,370,980    $ 1,754,511    $ 4,603,894    $ 4,163,436
   Rental income ......................       615,000        615,000      1,845,000      1,832,700
   Net gain on sales of equipment .....       535,577        267,230        770,489        538,277
   Interest income and other ..........        33,887        193,759        153,236        456,722
   Income (loss) from investment
     in unconsolidated joint venture ..        75,407        (28,859)       185,887        260,992
                                          -----------    -----------    -----------    -----------

   Total revenues .....................     2,630,851      2,801,641      7,558,506      7,252,127
                                          -----------    -----------    -----------    -----------

Expenses
   Interest ...........................       986,081      1,278,263      3,210,766      3,115,667
   Management fees - General Partner ..       191,764        252,121        665,847        951,405
   General and administrative .........       158,584          8,318        546,361        396,949
   Depreciation .......................       146,803        146,802        440,408        398,701
   Administrative expense
     reimbursement  - General Partner .       111,319        148,258        392,633        506,112
   Provision for bad debts ............       900,000      1,049,998      1,000,000      1,249,998
   Minority interest in
     consolidated joint venture .......      (148,351)      (155,757)        (1,143)       (44,014)
   Amortization of initial direct costs         6,375         20,134         27,522        218,557
                                          -----------    -----------    -----------    -----------

   Total expenses .....................     2,352,575      2,748,137      6,282,394      6,793,375
                                          -----------    -----------    -----------    -----------

Net income ............................   $   278,276    $    53,504    $ 1,276,112    $   458,752
                                          ===========    ===========    ===========    ===========

Net income allocable to:
   Limited partners ...................   $   275,493    $    52,969    $ 1,263,351    $   454,164
   General Partner ....................         2,783            535         12,761          4,588
                                          -----------    -----------    -----------    -----------
                                          $   278,276    $    53,504    $ 1,276,112    $   458,752
                                          ===========    ===========    ===========    ===========
Weighted average number of limited
   partnership units outstanding ......       607,863        608,346        607,863        608,358
                                          ===========    ===========    ===========    ===========

Net income per weighted average
   limited partnership unit ...........   $       .45    $       .09    $      2.08    $       .75
                                          ===========    ===========    ===========    ===========

</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, 1999 and the
                          Year Ended December 31, 1998

                                   (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, 1997                                   $23,972,938    $(283,244)   $ 23,689,694

Cash distribution
   to partners                 $11.04     $1.71         (7,755,553)     (78,338)    (7,833,891)

Limited partnership
   units redeemed
   (590 units)                                             (27,439)         -          (27,439)

Net income                                               1,037,229       10,477      1,047,706
                                                       -----------    ---------    -----------

Balance at
   December 31, 1998                                    17,227,175     (351,105)    16,876,070

Cash distributions
   to partners                 $ 3.88     $2.08         (3,621,841)     (36,584)    (3,658,425)

Net income                                               1,263,351       12,761      1,276,112
                                                       -----------    ---------    -----------

Balance at
   September 30, 1999                                  $14,868,685    $(374,928)   $14,493,757
                                                       ===========    ==========   ===========


</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 September30,

                                   (unaudited)
<TABLE>

                                                                           1999            1998
                                                                           ----            ----
Cash flows provided by operating activities:
<S>                                                                    <C>             <C>
   Net income ......................................................   $  1,276,112    $    458,752
                                                                       ------------    ------------
   Adjustments to reconcile net income to net
     cash provided by operating activities:
      Depreciation .................................................        440,408         398,701
      Provision for bad debt .......................................      1,000,000       1,249,998
      Rental income - paid directly to lenders by lessees ..........     (1,845,000)     (1,832,700)
      Finance income portion of receivables paid directly
         to lenders by lessees .....................................     (1,474,515)     (1,527,081)
      Amortization of initial direct costs .........................         27,522         218,557
      Net gain on sales or remarketing of equipment ................       (770,489)       (538,277)
      Interest expense on non-recourse financing accrued
         or paid directly by lessees ...............................      1,691,241       1,667,081
      Income from investments in unconsolidated joint ventures .....       (185,887)       (260,992)
      Changes in operating assets and liabilities:
         Collection of principal - non-financed receivables ........      8,286,300       5,760,451
         Distributions received from unconsolidated joint ventures .        505,778         254,896
         Investment in joint venture ...............................        (32,405)        (87,185)
         Accounts payable to General Partner and affiliates, net ...        145,020         497,246
         Security deposits, deferred credits and other payables ....       (429,581)      2,075,377
         Accounts receivable from General Partner and affiliates, net       160,151           7,104
         Other assets ..............................................          6,547         876,375
         Minority interests in consolidated joint ventures .........        (56,807)        (85,246)
         Other, net ................................................        (91,736)         43,541
                                                                       ------------    ------------

           Total adjustments .......................................      7,376,547       8,717,846
                                                                       ------------    ------------

           Net cash provided by operating activities ...............      8,652,659       9,176,598
                                                                       ------------    ------------

Cash flows from investing activities:
   Proceeds from sales of equipment ................................      3,155,343       1,747,854
   Equipment and receivables purchased .............................           --       (28,906,780)
                                                                       ------------    ------------

           Net cash provided by (used in) investing activities .....      3,155,343     (27,158,926)
                                                                       ------------    ------------

</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 Nine Months Ended September 30,

                                   (unaudited)
<TABLE>

                                                                 1999            1998
                                                                 ----            ----

<S>                                                           <C>             <C>
Cash flows from financing activities:
   Principal payments on securitized debt ...............     (8,394,355)     (1,458,542)
   Proceeds from securitized debt .......................           --        41,308,464
   Cash distributions to partners .......................     (3,658,425)     (5,876,180)
   Proceeds from warehouse line of credit ...............           --        20,703,918
   Principal payments on warehouse line of credit .......           --       (36,804,788)
   Redemption of limited partnership units ..............           --            (2,395)
                                                            ------------    ------------

      Net cash (used in) provided by financing activities    (12,052,780)     17,870,477
                                                            ------------    ------------

Net decrease in cash ....................................       (244,778)       (111,851)

Cash at beginning of period .............................      2,336,094       9,460,337
                                                            ------------    ------------

Cash at end of period ...................................   $  2,091,316    $  9,348,486
                                                            ============    ============

</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, 1999 and 1998, non-cash activities
included the following:
<TABLE>

                                                                    1999           1998
                                                                    ----           ----
Principal and interest on direct finance receivables
<S>                                                            <C>             <C>
   paid directly to lenders by lessees .....................   $  5,146,578    $  9,695,708
Rental income assigned operating lease receivable ..........      1,845,000       1,832,700
Principal and interest on non-recourse financing
   paid directly by lessees ................................     (6,991,578)    (11,528,408)

Non-recourse notes payable assumed in purchase price .......           --        17,895,191
Accounts payable - equipment ...............................           --         1,613,896
Fair value of equipment and receivables purchased for debt .           --       (19,509,087)

Decrease in investment in finance leases due to terminations        644,704       2,379,961
Decrease in notes payable non-recourse due to terminations .       (644,704)     (2,379,961)

Decrease in investments in finance leases and financings due
   to contribution to joint ventures .......................        (98,475)           --
Increase in equity investment in joint ventures ............         98,475            --
                                                               ------------    ------------

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

     Interest  expense of $3,210,766  and  $3,115,667  for the nine months ended
September  30,  1999 and 1998  consisted  of  interest  expense on  non-recourse
financing  accrued or paid  directly  to lenders  by lessees of  $1,691,241  and
$1,667,081, respectively, interest expense on securitized debt of $1,519,525 and
$464,861,  respectively,  and interest  expense on a warehouse line of credit of
$983,725 in 1998.


<PAGE>


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

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1999

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  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 1998
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 and is  expected  to  continue
through July 2003.  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 nine months ended September 30, 1999 and 1998 are as follows:

                                   1999        1998
                                   ----        ----

Management fees                $  665,847   $  951,405    Charged to operations

Administrative expense
  reimbursements                  392,633      506,112    Charged to operations
                               ----------   ----------

Total                          $1,058,480   $1,457,517
                               ==========   ==========

      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.

      ICON Receivables 1997-B L.L.C.

      In August 1997 the  Partnership,  ICON Cash Flow  Partners L.P. Six ("L.P.
Six") and ICON  Cash  Flow  Partners  L.P.  Seven  ("L.P.  Seven")  formed  ICON
Receivables  1997-B L.L.C.  ("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 cash and received a 75.00%, 8.33% and 16.67%
interest,  respectively  in 1997-B.  In order to fund the acquisition of leases,
1997-B obtained a warehouse borrowing facility (the "1997-B Warehouse Facility")
from a lender.  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."

      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  present  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.


<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 1997-A as of and for the nine months ended  September 30, 1999 is
summarized below:

                                                 September 30, 1999
                                                 ------------------
     Assets                                          $21,011,645
                                                     ===========

     Liabilities                                     $16,870,651
                                                     ===========

     Equity                                          $ 4,140,994
                                                     ===========

     Partnership's share of equity                   $   981,334
                                                     ===========

                                                 Nine Months Ended
                                                 September 30, 1999
                                                 ------------------
     Net income                                      $  562,160
                                                     ==========

     Partnership's share of net income               $  175,365
                                                     ==========

     Distributions                                   $1,621,550
                                                     ==========
     Partnership's share of distributions            $  505,778
                                                     ==========

      ICON Cash Flow L.L.C. III

      On December 31, 1996 the Partnership and an affiliate,  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 lease is a  leveraged  lease and the lease term  expires in
2003. Profits,  losses, excess cash and disposition proceeds are allocated 1% to
the Partnership and 99% to L.P. Seven. The Partnership's investment in 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 III as of and for  the  nine  months  ended
September 30, 1999 is summarized below:

                                                    September 30, 1999
                                                    ------------------
     Assets                                             $9,480,354
                                                        ==========

     Liabilities                                        $5,759,820
                                                        ==========

     Equity                                             $3,720,534
                                                        ==========

     Partnership's share of equity                      $   37,205
                                                        ==========

                                                   Nine Months Ended
                                                   September 30, 1999
                                                   ------------------
     Net income                                         $364,754
                                                        ========

     Partnership's share of net income                  $  3,648
                                                        ========

      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 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 are allocated 1% to the
Partnership  and 99% to L.P.  Six.  The  Partnership's  investment  in the joint
venture  is  accounted  for under the equity  method.  The  original  lease term
expired in April 1997 and Alaska Airlines,  Inc. returned the aircraft.  In June
1997 ICON Cash Flow LLC II released the aircraft to Aerovias de Mexico, S. A. de
C. V.  ("Aeromexico").  The new lease is an  operating  lease  which  expires in
September 2002.


<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 as of and  for the  nine  months  ended
September 30, 1999 is summarized below:

                                                    September 30, 1999
                                                    ------------------
     Assets                                            $15,664,542
                                                       ===========

     Liabilities                                       $10,004,702
                                                       ===========

     Equity                                            $ 5,659,840
                                                       ===========

     Partnership's share of equity                     $    56,598
                                                       ===========

                                                    Nine Months Ended
                                                    September 30, 1999
                                                    ------------------
     Net income                                          $687,401
                                                         ========

     Partnership's share of net income                   $  6,874
                                                         ========

      ICON Cash Flow Partners L.L.C. I

      In September 1994 the  Partnership  and an affiliate,  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 consolidated  joint  ventures." The original
lease  term  expired  in April  1997 and  Alaska  Airlines,  Inc.  returned  the
aircraft. In June 1997 ICON Cash Flow LLC I released the aircraft to Aeromexico.
The new lease is an operating lease which expires in October 2002.

5.   Security Deposits, Deferred Credits and Other Payables

     Security  deposits,  deferred  credits and other  payables at September 30,
1999 and  1998  include  $1,320,696  and  $570,984,  respectively,  of  proceeds
received  on  residuals,  which will be applied  upon final  remarketing  of the
related equipment.



<PAGE>


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

                               September 30, 1999

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 48%, 26%, 25% and 1% of total investments at September 30,
1999,  respectively,  and 53%, 25%, 20% and 2% of total investments at September
30, 1998, respectively.

Results of Operations

Three Months Ended September 30, 1999 and 1998

      For the three  months ended  September  30, 1999 the  Partnership  did not
enter into any new leases or  financing  agreements.  For the three months ended
September 30, 1998, the Partnership leased or financed additional equipment with
an initial cost of $17,247,909 to 68 lessees or equipment users.

      Revenues for the three months ended  September  30, 1999 were  $2,630,851,
representing  a decrease of $170,790 or 6.1% from 1998. The decrease in revenues
resulted  primarily from a decrease in finance income of $383,531 or 21.9% and a
decrease in interest income and other of $159,872 or 82.5%. These decreases were
partially  offset by an increase in net gain on sales of  equipment  of $268,347
and an increase in income from  investment in  unconsolidated  joint ventures of
$104,266. The decrease in finance income resulted from a decrease in the average
size of the finance lease portfolio from 1998 to 1999. Interest income decreased
due to a decrease in the average cash balance from 1998 to 1999. The increase in
net gain on sales or remarketing  of equipment  resulted from an increase in the
number of leases maturing and the underlying  equipment being sold or remarketed
for which proceeds received were in excess of the remaining carrying value. As a
result of an analysis of delinquency, assessment of overall risk and a review of
historical loss experience ICON Receivables 1997-A L.L.C.  ("1997-A") recorded a
loss provision for the three months ended September 30, 1998 which resulted in a
decrease for the Partnership in income from investment in  unconsolidated  joint
ventures.

      Expenses for the three months ended  September  30, 1999 were  $2,352,575,
representing a decrease of $395,562 or 14.4% from 1998. The decrease in expenses
resulted from a decrease in interest expense of $292,182 or 22.9%, a decrease in
provision for bad debt of $149,998 or 14.3%,  a decrease in  management  fees of
$60,357 or 23.9%, a decrease in administrative  expenses of $36,939 or 24.9% and
a decrease in  amortization  of initial direct costs of $13,759 or 68.3%.  These
decreases  were  partially  offset by an increase in general and  administrative
expense of $150,266 and an increase in minority interest expense in consolidated
joint  venture of $7,406.  Interest  expense  decreased due to a decrease in the
average  debt  outstanding  from  1998 to 1999.  As a result of an  analysis  of
delinquency,  an  assessment  of overall  risk and a review of  historical  loss
experience the Partnership  determined that a provision for bad debt of $900,000
was  required  for the three  months  ended  September  30,  1999  compared to a
provision for bad debt of $1,049,998  recorded by the  Partnership for the three
months  ended   September  30,  1998.  The  decreases  in  management  fees  and
administrative  expense  reimbursements  were a  result  of the fact  that  1998
expenses included recognition of previously deferred cumulative  management fees
and administrative  expense reimbursements related to a lease, which was brought
current. Amortization of initial direct costs decreased due to a decrease in the
average size of the portfolio subject


<PAGE>


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

to initial direct costs from 1998 to 1999. For the three months ended  September
30,  1999  and  1998,  the  Partnership's   consolidated  joint  venture,   ICON
Receivables  1997-B  ("1997-B")  had a net  loss  as a  result  of  recording  a
significant provision for bad debt. Therefore, the Partnership recorded a credit
to  minority  interest  expense for 1999 and 1998.  The  increase in general and
administrative  expenses  was due  primarily to an increase in  amortization  of
capitalized costs associated with 1997-B, from 1998 to 1999.

      Net income for the three  months  ended  September  30,  1999 and 1998 was
$278,276 and $53,504,  respectively. The net income per weighted average limited
partnership unit was $.45 and $.09 for 1999 and 1998, respectively.

Nine Months Ended September 30, 1999 and 1998

      For the nine months ended September 30, 1999 the Partnership did not enter
into any new leases or financing agreements. For the nine months ended September
30,  1998,  the  Partnership  leased or financed  additional  equipment  with an
initial cost of $48,415,807 to 137 lessees or equipment users.

      Revenues for the nine months  ended  September  30, 1999 were  $7,558,506,
representing an increase of $306,379 or 4.2% from 1998. The increase in revenues
resulted  primarily  from an  increase  in finance  income of $440,458 or 10.6%,
increase in net gain on sales of equipment of $232,212 or 43.1%. These increases
were partially  offset by a decrease in interest income and other of $303,486 or
66.5% and a decrease in income from investment in unconsolidated  joint ventures
of $75,105 or 28.8 %. The  increase  in finance  income was related to a finance
lease which was acquired by the  Partnership at the end of the second quarter of
1998.  Finance income for the nine months ended September 30, 1999 includes nine
months of finance income related to this lease compared to three months included
in the nine months ended  September 30, 1998.  The increase in net gain on sales
or  remarketing  of equipment  resulted from an increase in the number of leases
maturing and the underlying  equipment  being sold for which  proceeds  received
were in excess of the remaining  carrying  value.  As a result of an analysis of
delinquency,  assessment  of  overall  risk  and a  review  of  historical  loss
experience ICON Receivables 1997-A L.L.C.  ("1997-A")  recorded a loss provision
of  $270,000  for the three  months  ended  June 30,  1999 which  resulted  in a
decrease for the Partnership in income from investment in  unconsolidated  joint
ventures for the nine months ended September 30, 1999.

Expenses  for  the  nine  months  ended  September  30,  1999  were  $6,282,394,
representing  a decrease of $510,981 or 7.5% from 1998. The decrease in expenses
resulted from a decrease in management  fees of $285,558 or 30.0%, a decrease in
the provision for bad debt of $249,998 or 20.0%, a decrease in  amortization  of
initial  direct  costs of  $191,035  or 87.4% and a decrease  in  administrative
expense  reimbursements  of $113,479 or 22.4%.  These  decreases  were partially
offset by an  increase  in general  and  administrative  expense of  $149,412 or
37.6%,  an  increase  in  interest  expense of $95,099 or 3.1%,  an  increase in
minority  interest  expense in  consolidated  joint  venture  of $42,871  and an
increase  in  depreciation  expense  of  $41,707  or  10.5%.  The  decreases  in
management fees and administrative  expense  reimbursements were a result of the
fact that 1998 expenses included  cumulative  management fees and administrative
expense  reimbursements related to a lease originated in 1995. As a result of an
analysis  of  delinquency,  an  assessment  of  overall  risk  and a  review  of
historical loss  experience the Partnership  determined that a provision for bad
debt of $1,000,000  was required for the nine months  ending  September 30, 1999
compared to a provision for bad debt of $1,249,998  recorded by the  Partnership
for the nine



<PAGE>


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

months ended September 30, 1998.  Amortization of initial direct costs decreased
due to a decrease in the average size of the portfolio subject to initial direct
costs from 1998 to 1999. For the three months ended September 30, 1999 and 1998,
the Partnership's consolidated joint venture, ICON Receivables 1997-B ("1997-B")
had a net loss as a result of recording a  significant  provision  for bad debt.
Therefore the  Partnership  recorded a credit to minority  interest  expense for
1999 and 1998.  The  increase in general  and  administrative  expenses  was due
primarily to an increase in  professional  fees, bank service  charges,  postage
costs and amortization of capitalized costs associated with 1997-B, from 1998 to
1999. Interest expense increased due to an increase the average debt outstanding
from 1998 to 1999.

      Net income  for the nine  months  ended  September  30,  1999 and 1998 was
$1,276,112  and  $458,752,  respectively.  The net income per  weighted  average
limited partnership unit was $2.08 and $.75 for 1999 and 1998, respectively.

Liquidity and Capital Resources

      The  Partnership's  primary  sources  of funds for the nine  months  ended
September  30, 1999 and 1998 were net cash  provided by operations of $8,652,659
and $9,176,598, respectively, proceeds from sales of equipment of $3,155,343 and
$1,747,854,  respectively, proceeds from securitized debt of $41,308,464 in 1998
and proceeds from a warehouse line of credit of $20,703,918 in 1998. These funds
were  used to  purchase  equipment  in 1998,  fund cash  distributions  and make
payments on borrowings.

      Cash distributions to limited partners for the nine months ended September
30, 1999 and 1998, which were paid monthly,  totaled  $3,621,841 and $5,817,418,
respectively,  of which  $1,263,351  and  $454,164  was  investment  income  and
$2,358,490  and $5,363,254  was a return of capital,  respectively.  The monthly
annualized cash  distribution rate to limited partners for the nine months ended
September 30, 1999 and 1998 was 7.94% and 12.75%,  respectively,  of which 2.77%
and 1.0% was  investment  income and 5.17% and  11.75% 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, 1999 and 1998 was $5.96 and
$9.56, respectively, of which $3.88 and $.75 was investment income and $2.08 and
$8.81 was a return of capital, respectively.

      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  September  30,  1999,  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.



<PAGE>


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

Year 2000 Issue

      The Partnership relies on computer information systems for its transaction
processing  and for general data  processing.  The Year 2000 issue arose because
many existing  computer  programs have been written using two digits rather than
four to define the  applicable  year. As a result,  the program could  interpret
dates  ending in "00" as the year 1900  rather  than the year  2000.  In certain
cases,  such errors  could  result in system  failures or  miscalculations  that
disrupt the operation of the affected businesses.

      The Partnership uses computer  information systems provided by the General
Partner and has no computer information systems of its own. The software related
to the General  Partner's primary computer  information  systems are provided by
third parties vendors. The General Partner has formally  communicated with these
vendors and has received  assurance that their programs are Year 2000 compliant.
In addition,  the General Partner has gathered  information  about the Year 2000
readiness of  significant  vendors and  third-party  servicers  and continues to
monitor  developments  in this area.  All of the  General  Partner's  peripheral
computer  technologies,  such as its  network  operating  system and third party
software  applications,  including  payroll  and  electronic  banking  have been
evaluated and have been found to be Year 2000 compliant.  The ultimate impact of
the Year 2000  issue on the  Partnership  will  depend to a great  extent on the
manner in which the issue is addressed by the Partnership's lessees. Each of the
Partnership's  lessees will have a material  self interest in resolving any Year
2000 issue, however, non-compliance on the part of a lessee could result in lost
or  delayed  revenues  to the  Partnership.  The  effect  of  this  risk  to the
Partnership is not determinable.

      The General  Partner is  responsible  for costs relating to the assessment
and  development of its Year 2000  compliance  remediation  plan, as well as the
testing  of the  hardware  and  software  owned  or  licensed  for its  personal
computers.  The General  Partner's  costs  incurred to date and expected  future
costs are not material.




<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, 1999.


<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 12, 1999                   /s/Thomas W. Martin
-----------------                   --------------------------------------------
      Date                          Thomas W. Martin
                                    Executive Vice President
                                    (Principal financial and accounting officer
                                    of the General Partner of the Registrant)




<PAGE>