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


                                    FORM 10-Q



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

for the quarterly period ended           September 30, 2004
                              --------------------------------------------------

     [ ]  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)


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


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



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

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

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

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

                           Consolidated Balance Sheets

                                                   (Unaudited)
                                                   September 30,    December 31,
                                                       2004             2003
                                                       ----             ----
         Assets
         ------

Cash and cash equivalents                         $      293,103  $      80,318
                                                  --------------  --------------

Investments in finance leases:
   Minimum rents receivable                              406,571      1,466,112
   Estimated unguaranteed residual values, net           814,587      1,266,007
   Unearned income                                       (15,127)       (40,551)
   Allowance for doubtful accounts                      (212,996)      (578,391)
                                                  --------------  --------------

                                                         993,035      2,113,177
                                                  --------------  --------------

Investments in operating leases:
   Equipment at cost                                  19,207,984     19,207,984
   Accumulated depreciation                           (9,557,751)    (8,357,851)
                                                  --------------  --------------

                                                       9,650,233     10,850,133
                                                  --------------  -------------

Investments in financings:
   Receivables due in installments                       212,660      2,446,433
   Unearned income                                         -            (13,238)
   Allowance for doubtful accounts                      (185,547)    (1,405,763)
                                                  -------------   --------------

                                                          27,113      1,027,432
                                                  --------------  --------------

Equipment held for sale, net                           1,199,179      1,199,179
Investments in joint ventures                             59,741        126,594
Other assets, net                                         86,154         99,847
                                                  --------------  -------------

Total assets                                      $   12,308,558  $  15,496,680
                                                  ==============  =============









                                                      (continued on next page)
<PAGE>

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

                     Consolidated Balance Sheets - Continued


<TABLE>
<CAPTION>


                                                         (Unaudited)
                                                         September 30,      December 31,
                                                              2004                2003
                                                              ----                ----

         Liabilities and Partners' Equity
         --------------------------------

<S>                                                     <C>                 <C>
Notes payable - non-recourse                            $      9,619,518    $   9,565,050
Security deposits, deferred credits and other payables           540,510          684,632
Deferred rental income                                            24,540          828,530
Due to affiliates, net                                            -               594,982
Minority interests                                                25,605           58,561
                                                        ----------------    -------------

Total liabilities                                             10,210,173       11,731,755
                                                        ----------------    -------------

Commitments and Contingencies

Partners' equity (deficiency):
   General Partner                                             (498,740)         (482,075)
   Limited Partners (607,856 units outstanding,
     $100 per unit original issue price)                       2,597,125        4,247,000
                                                        ----------------    -------------

Total partners' equity                                         2,098,385        3,764,925
                                                        ----------------    -------------

Total liabilities and partners' equity                  $     12,308,558    $  15,496,680
                                                        ================    =============

</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>
<CAPTION>


                                                         For the Three Months            For the Nine Months
                                                          Ended September 30,            Ended September 30,
                                                         2004           2003           2004            2003
                                                         ----           ----           ----            ----
<S>                                               <C>              <C>            <C>            <C>
Revenues
  Rental income                                   $      207,194   $     301,227  $     677,551  $      816,375
  Finance income                                           5,368          36,358         33,081         446,622
  Net gain (loss) on sales of equipment                   86,622            (574)      (489,424)        312,147
  Interest income and other                              639,976          11,975        808,808         210,626
  Loss from investments in joint ventures                (65,854)         (5,334)       (64,600)        (25,022)
                                                  --------------   -------------  -------------   -------------

   Total revenues                                        873,306         343,652        965,416       1,760,748
                                                  --------------   -------------  -------------   -------------

Expenses
   Depreciation                                          399,967         399,967      1,199,900      1,199,900
   Interest                                              283,150         293,227        878,658         886,576
   General and administrative                             50,061          68,763        148,044         389,443
   Management fees - General Partner                      22,659          35,913         59,130        184,704
   Administrative expense reimbursements -
      General Partner                                      9,063          17,022         23,719        114,587
   Amortization of initial direct costs                       43           2,428          1,533          10,793
   Minority interest                                     174,660          (3,733)        18,576         (64,349)
                                                  --------------   -------------  -------------   -------------

   Total expenses                                        939,603         813,587      2,329,560       2,721,654
                                                  --------------   -------------  -------------   -------------

Net loss                                          $      (66,297)  $    (469,935) $  (1,364,144)  $    (960,906)
                                                  ==============   =============  =============   =============

Net loss allocable to:
   Limited Partners                               $      (65,634)  $    (465,236) $  (1,350,503)  $    (951,297)
   General Partner                                          (663)         (4,699)       (13,641)         (9,609)
                                                  --------------   -------------  -------------   -------------

                                                  $      (66,297)  $    (469,935) $  (1,364,144)  $    (960,906)
                                                  ==============   =============  =============   =============
Weighted average number of limited
  partnership units                                      607,856         607,856        607,856         607,856
                                                  ==============   =============  =============   =============

Net loss per weighted average
  limited partnership unit                        $         (.11)  $        (.77) $       (2.22)  $       (1.57)
                                                  ==============   =============  =============   ==============

</TABLE>




See accompanying notes to consolidated financial statements.
<PAGE>

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

              Consolidated Statement of Changes in Partners' Equity

                  For the Nine Months Ended September 30, 2004
                                   (Unaudited)

<TABLE>
<CAPTION>


                             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
   January 1, 2004                                            $     4,247,000    $    (482,075)   $      3,764,925

Cash distributions
   to partners                 $    0.49     $    -                  (299,372)          (3,024)           (302,396)

Net loss                                                           (1,350,503)         (13,641)         (1,364,144)
                                                              ---------------    -------------    ----------------

Balance at
   September 30, 2004                                         $     2,597,125    $    (498,740)   $      2,098,385
                                                              ===============    =============    ================


</TABLE>







See accompanying notes to consolidated financial statements.
<PAGE>

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

                      Consolidated Statements of Cash Flows

                     For the Nine Months Ended September 30,
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                       2004                2003
                                                                       ----                ----

<S>                                                              <C>                 <C>
Cash flows from operating activities:
   Net loss                                                      $     (1,364,144)    $      (960,906)
                                                                 ----------------     ---------------
   Adjustments to reconcile net loss to net
     cash provided by operating activities:
       Depreciation                                                     1,199,900           1,199,900
       Rental income paid directly to lenders by lessees                 (675,000)           (675,000)
       Finance income portion of receivables paid directly
         to lenders by lessees                                           -                    (33,726)
       Amortization of initial direct costs                                 1,533              10,793
       Net loss (gain) on sales of equipment                              489,424            (312,147)
       Forgiveness of debt due to affiliates                             (546,903)              -
       Interest expense on non-recourse financing paid
         directly to lenders by lessees                                   875,009             857,995
       Loss from investments in joint ventures                             64,600              25,022
       Minority interest                                                   18,576             (64,349)
       Changes in operating assets and liabilities:
         Collection of principal - non-financed receivables               468,115           1,521,676
         Other assets, net                                               -                    344,722
         Security deposits, deferred credits and other payables          (134,475)           (956,816)
         Deferred rental income                                             9,894             575,277
         Due to General Partner and affiliates                            (48,079)             33,705
                                                                 ----------------     ---------------

         Total adjustments                                              1,722,594           2,527,052
                                                                 ----------------     ---------------

Net cash provided by operating activities                                 358,450           1,566,146
                                                                 ----------------     ---------------

Cash flows from investing activities:
   Proceeds from sales of equipment                                       351,551             484,966
   Distributions received from joint ventures                               2,253               1,788
   Distributions to minority interest holders                             (51,532)               -
                                                                 ----------------     ---------------

Net cash provided by investing activities                                 302,272             486,754
                                                                 ----------------     ---------------

Cash flows from financing activities:
   Principal payments on non-recourse debt                               (145,541)         (1,040,837)
   Cash distributions to partners                                        (302,396)         (1,638,361)
                                                                 ----------------     ---------------

Net cash used in financing activities                                    (447,937)         (2,679,198)
                                                                 ----------------     ---------------

Net increase (decrease) in cash and cash equivalents                      212,785            (626,298)
Cash and cash equivalents at beginning of period                           80,318             746,808
                                                                 ----------------     ---------------

Cash and cash equivalents at end of period                       $        293,103     $       120,510
                                                                 ================     ===============

</TABLE>

                                                        (continued on next page)
<PAGE>

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

                Consolidated Statements of Cash Flows - Continued
                                   (Unaudited)

Supplemental Disclosures of Cash Flow Information


     For the nine months ended September 30, 2004 and 2003,  non-cash activities
included the following:


<TABLE>
<CAPTION>

                                                              2004         2003
                                                              ----         ----

<S>                                                       <C>           <C>
Principal and interest from finance leases
   paid directly to lenders by lessees                    $     -       $  232,614
Rental income from operating leases
   paid directly to lenders by lessees                       675,000       675,000
Principal and interest on non-recourse financing
   paid directly to lenders by lessees                      (675,000)     (907,614)
                                                          ----------     ----------
                                                          $     -        $     -
                                                          ==========     ==========


Debt assumed by lessee from sale of equipment             $     -       $  604,925
                                                          ==========    ==========


Interest accrued or paid directly to lenders by lessees   $  875,009    $  857,995
Other interest paid                                            3,649        28,581
                                                          ----------    ----------

Total interest expense                                    $  878,658    $  886,576
                                                          ==========    ==========

</TABLE>






See accompanying notes to consolidated financial statements.

<PAGE>

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

                   Notes to Consolidated Financial Statements

                               September 30, 2004
                                   (Unaudited)

1.   Basis of Presentation and Consolidation

     The  accompanying  consolidated  financial  statements  of ICON  Cash  Flow
Partners,  L.P., Series E (the  "Partnership")  have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
for interim  financial  information and pursuant to the rules and regulations of
the Securities and Exchange  Commission (the "SEC") for Form 10-Q.  Accordingly,
they do not include all of the information and footnotes  required by accounting
principles  generally  accepted  in the United  States of America  for  complete
financial statements. In the opinion of management,  all adjustments (consisting
only of normal recurring accruals)  considered necessary for a fair presentation
have been included.  These consolidated  financial  statements should be read in
conjunction  with the consolidated  financial  statements and notes included the
Partnership's  2003  Annual  Report on Form 10-K.  The  results  for the interim
period are not necessarily indicative of the results for the full year.

     The accompanying  consolidated financial statements include the accounts of
the Partnership and its ownership interest in ICON Cash Flow Partners L.L.C. and
ICON  Receivables  1997-B LLC at  September  30, 2004 and for the three and nine
month  periods  ended  September  30, 2004 and 2003.  All material  intercompany
balances and transactions have been eliminated in consolidation.


2.   Organization

     The Partnership was formed on November 7, 1991 for the purpose of acquiring
equipment to engage in equipment leasing and sales  activities.  The Partnership
is  currently  in the process of selling its  remaining  assets in the  ordinary
course of business, a time frame called the "disposition period."

     The  Partnership's  reinvestment  period  ended  on July  31,  1998 and the
disposition  period commenced on August 1, 1998. During the disposition  period,
the  Partnership  has and will  continue  to utilize  available  cash to pay its
liabilities;   distribute   substantially  all  remaining  cash,  if  any,  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.

     The General  Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut  Corporation.  The General Partner manages and controls
the  business  affairs of the  Partnership's  equipment,  leases  and  financing
transactions under the partnership agreement.

3.   Joint Ventures

     The  Partnership and its affiliates  formed five joint ventures,  discussed
below, for the purpose of acquiring and managing various assets. The Partnership
and these  affiliates have  substantially  identical  investment  objectives and
participate on the same terms and  conditions.  The  Partnership  has a right of
first  refusal to purchase the  equipment,  on a pro-rata  basis,  if any of the
affiliates desire to sell their interests in the equipment or joint venture.

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

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

                   Notes to Consolidated Financial Statements

                               September 30, 2004
                                   (Unaudited)

3.   Joint Ventures - continued

     ICON Cash Flow Partners L.L.C.
     ------------------------------

     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. ("ICON LLC") for
the  purpose  of  acquiring   and  managing  a  McDonnell   Douglas  MD-83  (the
"Aircraft").  The  Aircraft is currently  leased to Aerovias de Mexico,  S.A. de
C.V.  ("Aeromexico")  for $75,000 per month.  This lease  originally  expired in
October  2002,  but has  since  been  extended  twice  pursuant  to the terms of
extension  agreements and now expires during January 2005. The  Partnership  and
L.P. Six acquired interests of 99% and 1%,  respectively,  in ICON LLC. ICON LLC
acquired the Aircraft,  assuming  non-recourse  debt and utilizing cash received
from the Partnership and L.P. Six. The outstanding  balance of the  non-recourse
debt secured by this Aircraft was $9,603,012 at September 30, 2004.

     ICON Receivables 1997-B LLC
     ---------------------------

     The Partnership  and two affiliates,  L.P. Six and, ICON Cash Flow Partners
L.P. Seven ("L.P. Seven"),  formed ICON Receivables 1997-B L.L.C. ("1997-B") for
the purpose of securitizing their cash flow collections.  The Partnership,  L.P.
Six and L.P.  Seven each  contributed  cash,  equipment  leases and residuals to
1997-B and own a 75.00%, 8.33% and 16.67% interest, respectively, in 1997-B.

     The three  joint  ventures  described  below  are 50% or less  owned by the
Partnership  and  are  accounted  for  under  the  equity  method,  whereby  the
Partnership's  original  investment  was recorded at cost and is adjusted by its
share of earnings, losses and distributions of the joint ventures.

     ICON Cash Flow Partners L.L.C. II
     ---------------------------------

     The Partnership and an affiliate,  L.P. Six, formed ICON Cash Flow Partners
L.L.C.  II ("LLC II") for the  purpose of  acquiring  and  managing a  McDonnell
Douglas MD-83 (the "Aircraft").  The Aircraft is currently leased to Aerovias de
Mexico, S.A. de C.V. ("Aeromexico") for $75,000 per month. This lease originally
expired in November  2002,  but has since been  extended  twice  pursuant to the
terms  of  extension  agreements  and  now  expires  during  January  2005.  The
Partnership and L.P. Six acquired interests of 1% and 99%, respectively,  in LLC
II. LLC II  acquired  the  Aircraft by assuming  certain  non-recourse  debt and
utilizing  cash received  from the  Partnership  and L.P.  Six. The  outstanding
balance of the  non-recourse  debt secured by this  Aircraft was  $9,278,673  at
September 30, 2004.

     Information  as to the  unaudited  results of  operations of LLC II for the
nine months ended September 30, 2004 and 2003 is summarized below:


                                       Nine Months Ended     Nine Months Ended
                                      September 30, 2004     September 30, 2003
                                      ------------------     ------------------

Net loss                              $      (1,313,920)     $     (1,256,165)
                                      =================      ================
Partnership's share of net loss       $         (13,139)     $        (12,562)
                                      =================      ================

<PAGE>

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

                   Notes to Consolidated Financial Statements

                               September 30, 2004
                                   (Unaudited)

3.   Joint Ventures - continued

     ICON Cash Flow L.L.C. III
     -------------------------

     The  Partnership  and an  affiliate,  L.P.  Seven  formed,  ICON  Cash Flow
Partners L.L.C. III ("LLC III") for the purpose of acquiring and managing a 1976
McDonnell  Douglas  DC-10-30 (the  "Aircraft").  The Aircraft is leased to World
Airways, Inc. The lease was on a "power-by-the-hour"  basis until December 2004.
Effective  September 1, 2004,  the lease has been  modified to a fixed rental of
$50,000  per month  plus  maintenance  reserves  and the term has been  extended
through June 2005. Aviation  Investors,  Inc.  ("Aviation"),  an unrelated third
party, was a party to LLC III's acquisition of the Aircraft.  Aviation has a 50%
interest in the Aircraft currently on lease to World Airways and accordingly LLC
III and Aviation are each entitled to $25,000 of the monthly rental payments. As
stipulated in the agreement between Aviation and LLC III, LLC III is entitled to
retain  100% the  monthly  maintenance  reserve of $5,000  which will be applied
against future maintenance costs of the Aircraft. The Partnership and L.P. Seven
contributed 1% and 99% of the cash required for such acquisition,  respectively.
LLC  III  acquired  the  Aircraft,  assuming  non-recourse  debt  and  utilizing
contributions  received from the Partnership  and L.P. Seven.  LLC III has since
fully repaid the non-recourse debt secured by the Aircraft.

     Information as to the unaudited results of operations of ICON Cash Flow LLC
III for the nine months ended September 30, 2004 and 2003 is summarized below:


                                       Nine Months Ended    Nine Months Ended
                                       September 30, 2004   September 30, 2003
                                       ------------------   ------------------

Net (loss) income                           $  (191,314)      $    334,563
                                            ===========       ============
Partnership's share of net (loss) income    $    (1,913)      $      3,345
                                            ===========       ============
Distributions                               $   225,341       $    178,800
                                            ===========       ============
Partnership's share of distributions        $     2,253       $      1,788
                                            ===========       ============

     ICON Receivables 1997-A LLC
     ---------------------------

     The Partnership and three affiliates, ICON Cash Flow Partners, L.P., Series
D ("Series  D"), L.P. Six and L.P.  Seven,  contributed  and assigned  equipment
leases,  finance  receivables  and  residuals  to ICON  Receivables  1997-A  LLC
("1997-A")  for the  purpose of  securitizing  their cash flow  collections.  At
September  30, 2004,  the  Partnership,  Series D, L.P.  Six and L.P.  Seven own
interests of 31.19%, 17.81%, 31.03%, and 19.97%, respectively, in 1997-A.

     At September 30, 2004, 1997-A's operations have been liquidated as the note
holders have been fully repaid for their  investment in 1997-A and the remaining
receivables  relating  to the  securitizations  totaling  $345,152,  due from an
affiliate of the General Partner relating to lease receivables, were written-off
as  uncollectible.  The  remaining  cash is being  reserved to pay for potential
property tax; sales tax and other liabilities, if any.


<PAGE>

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

                   Notes to Consolidated Financial Statements

                               September 30, 2004
                                   (Unaudited)

3.   Joint Ventures - continued

     Information  as to the  unaudited  results of  operations of 1997-A for the
nine months ended September 30, 2004 and 2003 is summarized below:


                                     Nine Months Ended      Nine Months Ended
                                    September 30, 2004      September 30, 2003
                                    ------------------      ------------------

Net loss                              $       (158,852)     $        (50,673)
                                      ================      ================
Partnership's share of net loss       $        (49,548)     $        (15,805)
                                      ================      ================

4.   Related Party Transactions

     Fees and other  expenses paid or accrued by the  Partnership to the General
Partner or its affiliates for the nine months ended September 30, 2004 and 2003,
respectively, were as follows:

                                  2004          2003
                                  ----          -----

Management fees              $    59,130    $   184,704    Charged to operations
Administrative expense
  reimbursements                  23,719        114,587    Charged to operations
                             -----------    ----------

Total                        $    82,849    $   299,291
                             ===========    ===========




     At September 30, 2004, 1997-B wrote off the remaining liabilities primarily
relating  to  rents  collected  on  behalf  of  ICON  Receivables   1998-A  Inc.
("1998-A").  Since the note  holders in both  1997-B and 1998-A  have been fully
repaid,  management  has  decided  to write  off the  amounts  due to  1998-A of
$546,903 at September 30, 2004.

<PAGE>

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

     Forward-Looking  Information - The following discussion and analysis should
be read in conjunction with the audited  consolidated  financial  statements and
notes  included  in our annual  report on Form 10-K  dated  December  31,  2003.
Certain   statements   within  this  document  may  constitute   forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements are identified by words such as "anticipate,"  "believe,"
"estimate," "expects," "intend," "predict" or "project" and similar expressions.
We believe that the expectations  reflected in such  forward-looking  statements
are based on reasonable  assumptions.  Any such  forward-looking  statements are
subject to risks and  uncertainties  and our future results of operations  could
differ materially from historical results or current expectations. Some of these
risks  are  discussed  in  this  report,   and  include,   without   limitation,
fluctuations in oil and gas prices; changing customer demands for aircraft; acts
of terrorism; unsettled political conditions, war, civil unrest and governmental
actions;  foreign currency  fluctuations;  and environmental and labor laws. Our
actual  results  could  differ   materially  from  those   anticipated  by  such
forward-looking  statements  due to a number  of  factors,  some of which may be
beyond our control, including, without limitation:

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

o    the degree and nature of our competition;

o    availability of qualified personnel;

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

o    the financial condition of lessees; and

o    lessee defaults.

a.   Overview

     We are an equipment leasing business formed on November 7, 1991 which began
active  operations  in June 1992.  We are  primarily  engaged in the business of
acquiring  equipment  subject  to leases.  We are  currently  in the  process of
selling our remaining assets in the ordinary course of business, a time frame we
call the  "disposition  period".  We have not reinvested any of our funds during
the current period.

     Our  current  equipment  portfolio,  which  is  held  directly  or  through
interests in joint ventures with affiliates, consists primarily of:

o    120 swapbody  containers  leased to Nedlloyd  Unitrans GMBH. The containers
     were purchased for a cash  contribution of $721,413.  The lease  originally
     expired on May 22, 2002 and has since been  extended  twice under  one-year
     renewals  through May 22, 2004.  The equipment was sold in October 2004 and
     the proceeds are being paid in installments, with final payment due January
     2005.

o    A 25% interest in certain  equipment used in connection with the production
     of sodium  chlorate,  on lease to EKA  Chemicals,  Inc.  Our  initial  cash
     contribution was $1,402,960,  representing  25% of the total  contribution,
     and the assumption of $526,499 in non-recourse debt. A renewal was executed
     on February 2, 2001, extending the expiration of the lease to July 2006, at
     which time title to the equipment will pass to the lessee.

o    A 99% interest in one  McDonnell  Douglas MD-83  aircraft  subject to lease
     with  Aerovias de Mexico,  S.A. de C.V.  ("Aeromexico")  with the base term
     expiring  in  January  2005.  The  purchase  price  for  the  aircraft  was
     $20,577,087  consisting of our pro rata share of $4,068,175 of cash and the
     assumption of our pro rata share of the $16,508,912 in non-recourse debt.

o    Aircraft  rotable  parts  originally  leased to Sabena SA. The  Partnership
     purchased the  equipment  for an equity  contribution  of  $1,599,758.  The
     equipment is currently off lease and in the process of being remarketed.

o    A portfolio  consisting of various  equipment leases including  information
     technology equipment,  network equipment and machine tooling equipment. The
     original  transaction  involved acquiring a portfolio of 44 equipment lease
     schedules  from  Summit  Asset  Management  Limited  ("Summit")  for a cash
     contribution of $2,077,181. The schedules were originally subject to leases
     with 22 lessees.

     Substantially all of our recurring  operating cash flows are generated from
the  operations of the  single-investor  leases in our  portfolio.  On a monthly
basis,  we deduct  the  expenses  related  to the  recurring  operations  of the
portfolio  from such revenues and assess the amount of the remaining  cash flows
that will be required to fund known  re-leasing  costs and equipment  management
costs.  Any  residual   operating  cash  flows  are  considered   available  for
distribution  to the  investors  and are paid monthly (up until the  liquidation
period).

Industry Factors

     Our results continue to be impacted by a number of factors  influencing the
equipment leasing industry.

Further Deterioration of the Air Travel Industry.

     The  aircraft  leasing  industry is currently on the downside of a business
cycle and this has  resulted in  depressed  sales  prices for assets such as our
aircraft and rotable  parts.  It does not appear that the industry  will recover
significantly in the very near future,  although we are optimistic that,  within
two to three years,  there will be a recovery.  However,  a further weakening of
the  industry  could  cause the  proceeds  realized  from the future sale of our
aircraft and rotables to be even less than suggested by recent appraisals.

Inability to Remarket Assets

     If  current  lessees  choose  not to renew  their  leases or  purchase  the
equipment  when their leases  expire,  we will need to remarket  the  equipment.
There is no assurance  that we will be able to locate a willing buyer or lessee,
or if one is located, that the buyer or lessee will pay a price for the asset at
least equal to the carrying value.

     The MD-83 aircraft on lease to Aeromexico are subject to non-recourse  debt
with FINOVA,  bearing interest at 11.83% annually.  Given the current market for
aircraft,  the rent the lessee pays does not cover the loan payments,  resulting
in  negative  principal  amortization.  The net  effect  is  that  it is  highly
unlikely,  given the debt and  aircraft  market,  that we will be in position to
realize  residual  proceeds on these  aircraft.  Accordingly,  we are  currently
discussing  with FINOVA the  possibility  of selling the aircraft back to FINOVA
for the non-recourse debt balance.

b.   Results of  Operations  for the Three Months Ended  September  30, 2004 and
     2003

     Revenues for the  quarterly  periods  ended  September  30, 2004 (the "2004
Quarter") and 2003 (the "2003 Quarter") are summarized as follows:

--------------------------------------- ----------------------------------------
                                    Quarters Ended, September 30, 2004 and 2003
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                        2004 Quarter  2003 Quarter   Change
--------------------------------------- ------------ ------------ -----------
--------------------------------------- ------------ ------------ -----------
Total Revenues                              $873,306     $343,652    $529,654
--------------------------------------- ------------ ------------ -----------
--------------------------------------- ------------ ------------ -----------
Rental income                               $207,194     $301,227   $(94,033)
--------------------------------------- ------------ ------------ -----------
--------------------------------------- ------------ ------------ -----------
Finance income                                $5,368      $36,358   $(30,990)
--------------------------------------- ------------ ------------ -----------
--------------------------------------- ------------ ------------ -----------
Gain (loss) on sales of equipment           $86,622       $(574)     $87,196
--------------------------------------- ------------ ------------ -----------
--------------------------------------- ------------ ------------ -----------
Interest income and other                   $639,976      $11,975    $628,001
--------------------------------------- ------------ ------------ -----------
--------------------------------------- ------------ ------------ -----------
Loss from investments in joint
ventures                                    $(65,854)     $(5,334)   $(60,520)
--------------------------------------- ------------ ------------ -----------

     Revenues for the 2004 Quarter increased  $529,654,  or 154.13%, as compared
to the 2003 Quarter.  Interest income and other increased  primarily as a result
of the  extinguishment  of debt due to an  affiliate  by  1997-B.  There  was no
corresponding  transaction  in the 2003  Quarter.  Gains  on sales of  equipment
increased  due to a greater  number of lease  terminations  in the 2004 Quarter.
These  increases  in income were  offset by a decrease  in rental  income due to
lease terminations in the Summit portfolio.  Finance income decreased due to the
continued  reduction in the average size of the finance lease portfolio.  Losses
from investments in unconsolidated joint ventures increased due to a loss in our
investment in ICON Receivables 1997-A LLC ("1997-A"). The loss was due primarily
to 1997-A writing off approximately  $345,000 of receivables due from affiliates
as bad debts.

     Expenses for the quarterly  periods  ended  September 30, 2004 and 2003 are
summarized as follows:

--------------------------------------------------------------------------------
                                  Quarters Ended, September 30, 2004 and 2003
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                        2004 Quarter 2003 Quarter   Change
----------------------------------------- ---------- ----------- --------------
----------------------------------------- ---------- ----------- --------------
Total Operating Expenses                   $939,603    $813,587       $126,016
----------------------------------------- ---------- ----------- --------------
----------------------------------------- ---------- ----------- --------------
Depreciation                               $399,967    $399,967          -
----------------------------------------- ---------- ----------- --------------
----------------------------------------- ---------- ----------- --------------
Interest                                   $283,150    $293,227      $(10,077)
----------------------------------------- ---------- ----------- --------------
----------------------------------------- ---------- ----------- --------------
General and administrative                  $50,061     $68,763      $(18,702)
----------------------------------------- ---------- ----------- --------------
----------------------------------------- ---------- ----------- --------------
Management fees - General Partner           $22,659     $35,913      $(13,254)
----------------------------------------- ---------- ----------- --------------
----------------------------------------- ---------- ----------- --------------
Administrative expense reimbursements -
General Partner                              $9,063     $17,022       $(7,959)
----------------------------------------- ---------- ----------- --------------
----------------------------------------- ---------- ----------- --------------
Amortization of initial direct costs            $43      $2,428       $(2,385)
----------------------------------------- ---------- ----------- --------------
----------------------------------------- ---------- ----------- --------------
Minority interest                          $174,660    $(3,733)       $178,393
----------------------------------------- ---------- ----------- --------------

     Expenses for the 2004 Quarter increased $126,016,  or 15.5%, as compared to
the 2003 Quarter.  Minority interest increased by $178,393,  which is a function
of the level of income or loss in the consolidated joint ventures,  particularly
in 1997-B.  The  increase  in  expenses  was offset by a decrease in general and
administrative  expenses  due  principally  to a decrease in  professional  fees
resulting  from an overall  reduction in the level of our  activities due to the
fact that we are in the disposition  period. The decrease in management fees and
administrative  expense  reimbursements  -  General  Partner  is a result of the
reduction in the average size of our lease portfolio.

Net Income (Loss)

     As a result of the  foregoing  factors,  net loss for the 2004  Quarter and
2003 Quarter was $66,297 and $469,935,  respectively.  The net loss per weighted
average limited partnership unit was $.11 and $.77 for the 2004 Quarter and 2003
Quarter, respectively.

<PAGE>

     c. Results of Operations  for the Nine Months Ended  September 30, 2004 and
2003

Revenues for the nine month periods ended September 30, 2004 (the "2004 Period")
and 2003 (the "2003 Period") are summarized as follows:

--------------------------------------------------------------------------------
                                 Periods Ended, September 30, 2004 and 2003
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                       2004 Period   2003 Period    Change
------------------------------------- ------------ ------------ -------------
------------------------------------- ------------ ------------ -------------
Total Revenues                           $965,416   $1,760,748    $(795,332)
------------------------------------- ------------ ------------ -------------
------------------------------------- ------------ ------------ -------------
Rental income                            $677,551     $816,375    $(138,824)
------------------------------------- ------------ ------------ -------------
------------------------------------- ------------ ------------ -------------
Finance income                            $33,081     $446,622    $(413,541)
------------------------------------- ------------ ------------ -------------
------------------------------------- ------------ ------------ -------------
Gain (loss) on sales of equipment
                                       $(489,424)     $312,147    $(801,571)
------------------------------------- ------------ ------------ -------------
------------------------------------- ------------ ------------ -------------
Interest income and other                $808,808     $210,626      $598,182
------------------------------------- ------------ ------------ -------------
------------------------------------- ------------ ------------ -------------
Loss from investments in joint
ventures                                $(64,600)    $(25,022)     $(39,578)
------------------------------------- ------------ ------------ -------------

     Revenues for the 2004 Period decreased  $795,332,  or 45.2%, as compared to
the  2003  Period.  Gains  on  sales  of  equipment  decreased  as a  result  of
significant  losses on sales of  equipment  held in  1997-B.  Unexpected  losses
occurred when  receivables  which were not fully  reserved for had to be written
off. Finance income decreased due to the continued reduction in the average size
of  the  finance  lease   portfolio.   Rental  income  decreased  due  to  lease
terminations in the Summit  portfolio.  These decreases in income were offset by
an  increase  in  interest  income  and  other  primarily  as a  result  of  the
extinguishment of debt due to an affiliate by 1997-B. There was no corresponding
transaction in the 2003 Period.

Expenses for the nine month periods ended September 30, 2004 (the "2004 Period")
and 2003 (the "2003 Period") are summarized as follows:

----------------------------------------- --------------------------------------
                                    Periods Ended, September 30, 2004 and 2003
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                           2004 Period   2003 Period     Change
----------------------------------------- -------------- ------------ ----------
----------------------------------------- -------------- ------------ ----------
Total Operating Expenses                     $2,329,560   $2,721,654  $(392,094)
----------------------------------------- -------------- ------------ ----------
----------------------------------------- -------------- ------------ ----------
Depreciation                                 $1,199,900   $1,199,900       $-
----------------------------------------- -------------- ------------ ----------
----------------------------------------- -------------- ------------ ----------
Interest                                       $878,658     $886,576    $(7,918)
----------------------------------------- -------------- ------------ ----------
----------------------------------------- -------------- ------------ ----------
General and administrative                     $148,044     $389,443  $(241,399)
----------------------------------------- -------------- ------------ ----------
----------------------------------------- -------------- ------------ ----------
Management fees - General Partner               $59,130     $184,704  $(125,574)
----------------------------------------- -------------- ------------ ----------
----------------------------------------- -------------- ------------ ----------
Administrative expense reimbursements -
General Partner                                 $23,719     $114,587   $(90,868)
----------------------------------------- -------------- ------------ ----------
----------------------------------------- -------------- ------------ ----------
Amortization of initial direct costs             $1,533      $10,793    $(9,260)
----------------------------------------- -------------- ------------ ----------
----------------------------------------- -------------- ------------ ----------
Minority interest                               $18,576    $(64,349)     $82,925
----------------------------------------- -------------- ------------ ----------


     Expenses for the 2004 Period decreased  $392,094,  or 14.4%, as compared to
the 2003  Period.  The  decrease  in general  and  administrative  expenses  was
principally related to a decrease in professional fees resulting from an overall
reduction  in  our  level  of  activities  due to the  fact  that  we are in the
disposition  period. The decrease in management fees and administrative  expense
reimbursements  - General  Partner is a result of the  reduction  in the average
size of our lease  portfolio.  These  decreases  in  expenses  were offset by an
increase  in  minority  interest,  which is a function of the level of income or
loss in the consolidated joint ventures, particularly in 1997-B.

Net Loss

     As a result of the foregoing factors, net loss for the 2004 Period and 2003
Period was  $1,364,144  and  $960,906,  respectively.  The net loss per weighted
average  limited  partnership  unit was $2.22 and $1.57 for the 2004  Period and
2003 Period, respectively.

d.   Liquidity and Capital Resources

Cash Requirements

     We  believe  there are  sufficient  funds  necessary  to  maintain  current
operations.  However,  in the event  that cash flow is  insufficient  to pay our
current  level of expenses,  we may be required to sell assets prior to maturity
or borrow against future cash flows.

Operations

     Our primary  sources of liquidity  for the 2004 Period and 2003 Period were
net  cash  provided  by  operating   activities  of  $358,450  and   $1,566,146,
respectively,  and proceeds  from sales of  equipment of $351,551 and  $484,966,
respectively.  These funds, as well as funds held in reserve by the Partnership,
were used to pay cash distributions and make debt repayments.

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

Distributions

     Cash  distributions to partners for the 2004 Period and 2003 Period totaled
$302,396 and $1,638,361,  respectively.  Such  distributions  are reflected as a
return of capital, as we recorded losses for both periods.

Capital Resources

     At  September  30,  2004,  we are unaware of any  specific  need  requiring
capital resources
to be funded by us.

Uncertainties

     At September  30, 2004,  except as noted above in the Overview  section and
listed below in the Risk Factors  section,  to the best of our knowledge,  there
were no known trends or demands, commitments,  events or uncertainties which are
likely to have a material effect on liquidity.

Risk Factors

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

     o    The depressed  value for aircraft has adversely  affected the value of
          our  McDonnell  Douglas  MD-83s on lease to  Aeromexico.  The  current
          carrying value of the aircraft is less than the outstanding balance of
          the  non-recourse  debt.  Accordingly,  we are in discussions with the
          lender  concerning  selling  both  aircraft  to  the  lender  for  the
          outstanding debt balance.

     o    We may face difficulty  remarketing the aircraft rotables.  Due to the
          current condition of the airline  industry,  there is depressed market
          demand for these rotables.


e.   Inflation and Interest Rates

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

     If  interest  rates  increase  significantly,  the lease  rates that we can
obtain on future  leases may be expected to increase as the cost of capital is a
significant  factor in the pricing of lease financing.  Leases already in place,
for the most part, would not be affected by changes in interest rates.

Item 3.  Qualitative and Quantitative Disclosures About Market Risk

     We are exposed to certain market risks, including changes in interest rates
and the demand for equipment and residuals owned by us.

     We attempt to manage our 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 our lease investments.

     We  attempt  to manage our  exposure  to  equipment  and  residual  risk by
monitoring  the market and maximizing  re-marketing  proceeds  received  through
re-lease or sale of equipment.

Item 4.   Controls and Procedures

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

     There were no  significant  changes in our internal  control over financial
reporting during our third quarter that have materially affected,  or are likely
to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION


Item 1 - Legal Proceedings

     From time-to-time,  in the ordinary course of business,  we are involved in
legal  actions  when  necessary  to protect or enforce our rights.  We are not a
defendant  party to any pending  litigation  and are not aware of any pending or
threatened litigation against us.

Item 6 -  Exhibits

32.1 Certification of Chairman and Chief Executive Officer.

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

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

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

<PAGE>

                                   SIGNATURES



     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                   ICON Cash Flow Partners, L.P., Series E
                                   By its General Partner,
                                   ICON Capital Corp.



       November 17, 2004        /s/ Thomas W. Martin
    -----------------------     -------------------------------------
           Date                 Thomas W. Martin
                                Executive Vice President
                                (Principal Financial and Accounting Officer of
                                the General Partner of the Partnership)

<PAGE>

Exhibit 32.1

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

                              Certifications - 10-Q

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

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

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

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

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

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

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

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

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

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

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

Dated:  November 17, 2004

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

<PAGE>

Exhibit 32.2

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

                              Certifications - 10-Q

I, Thomas W. Martin, certify that:

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

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

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

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

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

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

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

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

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

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

Dated:  November 17, 2004

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

<PAGE>


EXHIBIT 33.1

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

(1)  the Quarterly  Report on Form 10-Q for the period ended  September 30, 2004
     (the "Periodic  Report") which this  statement  accompanies  fully complies
     with the requirements of Section 13(a) or 15(d) of the Securities  Exchange
     Act of 1934 (15 U.S.C. 78m); and

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

Dated:  November 17, 2004



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

<PAGE>


EXHIBIT 33.2

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

(1)  the Quarterly  Report on Form 10-Q for the period ended  September 30, 2004
     (the "Periodic  Report") which this  statement  accompanies  fully complies
     with the requirements of Section 13(a) or 15(d) of the Securities  Exchange
     Act of 1934 (15 U.S.C. 78m); and

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

Dated:  November 17, 2004



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