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                  June 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)

                      Condensed Consolidated Balance Sheets



                                                (unaudited)
                                                 June 30,         December 31,
                                                   2004               2003
                                                   ----               ----


         Assets

Cash and cash equivalents                     $        82,879   $       80,318
                                              ---------------   --------------

Investment in finance leases
   Minimum rents receivable                           706,616        1,466,112
   Estimated unguaranteed residual values, net      1,266,007        1,266,007
   Unearned income                                    (21,795)         (40,551)
   Allowance for doubtful accounts                   (263,385)        (578,391)
                                              ---------------   --------------

                                                    1,687,443        2,113,177
                                              ---------------   --------------

Investment in operating leases
   Equipment at cost                               19,207,984       19,207,984
   Accumulated depreciation                        (9,157,784)      (8,357,851)
                                             ----------------   --------------

                                                   10,050,200       10,850,133
                                             ----------------   --------------

Investment in financings
   Receivables due in installments                    379,672        2,446,433
   Unearned income                                      -              (13,238)
   Allowance for doubtful accounts                   (330,542)      (1,405,763)
                                              ---------------   --------------

                                                       49,130        1,027,432
                                              ---------------   --------------

Equipment held for sale, net                        1,199,179        1,199,179
                                              ---------------   --------------

Investments in unconsolidated joint ventures          126,413          126,594
                                              ---------------   --------------

Other assets, net                                      86,129           99,847
                                              ---------------   --------------

Total assets                                  $    13,281,373   $   15,496,680
                                              ===============   ==============



                                                     (continued on next page)
<PAGE>

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

                Condensed Consolidated Balance Sheets - Continued


<TABLE>
<CAPTION>


                                                         (unaudited)
                                                           June 30,        December 31,
                                                             2004              2003
                                                             ----              ----


         Liabilities and Partners' Equity

<S>                                                    <C>               <C>
Notes payable - non-recourse                           $     9,565,642   $    9,565,050
Security deposits, deferred credits and other payables         615,215          684,632
Deferred income                                                537,985          828,530
Due to affiliates, net                                         546,903          594,982
Minority interests in consolidated joint ventures             (149,054)          58,561
                                                       ---------------   --------------

Total liabilities                                           11,116,691       11,731,755
                                                       ---------------   --------------


Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                            (498,077)        (482,075)
   Limited Partners (607,856 units outstanding,
     $100 per unit original issue price)                     2,662,759        4,247,000
                                                       ---------------   --------------

Total partners' equity                                       2,164,682        3,764,925
                                                       ---------------   --------------

Total liabilities and partners' equity                 $    13,281,373   $   15,496,680
                                                       ===============   ==============


</TABLE>








See accompanying notes to condensed consolidated financial statements.

<PAGE>

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

                 Condensed Consolidated Statements of Operations

                                   (unaudited)


<TABLE>
<CAPTION>

                                                           For the Three Months          For the Six Months
                                                              Ended June 30,               Ended June 30,
                                                          2004           2003             2004           2003
                                                          ----           ----             ----           ----

<S>                                                 <C>            <C>              <C>           <C>
Revenues
  Rental income                                     $    233,903   $     266,147    $    470,357  $      515,148
  Finance income                                           7,155         105,627          27,713         410,264
  Net (loss) gain on sales of equipment                 (781,446)          1,804        (576,046)        312,721
  Interest income and other                              165,639             212         168,832         198,651
  Income (loss) from investments in
      unconsolidated joint ventures                       15,865          (8,309)          1,254         (19,688)
                                                    ------------   -------------    ------------   -------------
Total revenues                                          (358,884)        365,481          92,110       1,417,096
                                                    ------------   -------------    ------------   -------------

Expenses
  Depreciation                                           399,966         399,966         799,933         799,933
  Interest                                               282,271         284,722         595,508         593,349
  General and administrative                              49,671         115,776          97,983         320,680
  Management fees - General Partner                       13,578          50,819          36,471         148,791
  Administrative expense reimbursements -
    General Partner                                        5,466          23,386          14,656          97,565
  Amortization of initial direct costs                     1,078           2,271           1,490           8,365
  Minority interest income
       in consolidated joint ventures                   (202,840)         (6,294)       (156,084)        (60,616)
                                                    --------------  ------------    -------------  -------------

Total expenses                                            549,190         870,646       1,389,957      1,908,067
                                                    --------------  -------------   -------------  -------------

Net loss                                            $   (908,074)   $    (505,165)  $  (1,297,847) $   (490,971)
                                                    =============   =============   =============  ============

Net loss allocable to:
    Limited Partners                                $    (898,993) $     (500,113)  $  (1,284,869) $   (486,061)
    General Partner                                        (9,081)         (5,052)        (12,978)       (4,910)
                                                    -------------  --------------   -------------  ------------
                                                    $    (908,074) $     (505,165)  $  (1,297,847) $   (490,971)
                                                    ============== ==============   =============  ============
Weighted average number of limited
  partnership units outstanding                           607,856         607,856         607,856       607,856
                                                    =============  ==============   =============  ============

Net loss per weighted average
  limited partnership unit                          $       (1.48) $       (.82)    $       (2.11) $       (.80)
                                                    =============  ============     =============  =============

</TABLE>


See accompanying notes to condensed consolidated financial statements.
<PAGE>

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

         Condensed Consolidated Statement of Changes in Partners' Equity

                     For the Six Months Ended June 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                 $     .49     $    -                  (299,372)          (3,024)           (302,396)

Net loss                                                           (1,284,869)         (12,978)         (1,297,847)
                                                              ---------------    --------------   ----------------

Balance at
   June 30, 2004                                              $     2,662,759    $    (498,077)   $      2,164,682
                                                              ===============    =============    ================


</TABLE>













See accompanying notes to condensed consolidated financial statements.
<PAGE>

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

                 Condensed Consolidated Statements of Cash Flows

                        For the Six Months Ended June 30,

                                   (unaudited)

<TABLE>
<CAPTION>



                                                                                     2004                2003
                                                                                     ----                ----

<S>                                                                          <C>                 <C>
Cash flows from operating activities:
   Net loss                                                                  $     (1,297,847)   $      (490,971)
                                                                             ----------------    ---------------
   Adjustments to reconcile net loss to net
     cash provided by operating activities:
       Depreciation                                                                   799,933            799,933
       Rental income paid directly to lenders by lessees                             (450,000)          (450,000)
       Finance income portion of receivables paid directly
         to lenders by lessees                                                          -                (24,965)
       Amortization of initial direct costs                                             1,490              8,365
       Net loss (gain) on sales of equipment                                          576,046           (312,721)
       Interest expense on non-recourse financing paid
         directly to lenders by lessees                                               450,000            570,239
   (Income) loss from investments in unconsolidated joint ventures                     (1,254)            19,688
   Minority interest income in consolidated joint ventures                           (156,084)           (60,616)
   Changes in operating assets and liabilities:
         Collection of principal - non-financed receivables                           204,399          1,586,189
         Other assets, net                                                              -                 163,990
         Security deposits, deferred credits and other payables                       (69,417)          (958,460)
         Deferred income                                                              171,463            180,475
         Due to General Partner and affiliates                                        (48,079)            31,493
                                                                               --------------        -----------

         Total adjustments                                                          1,478,497          1,553,610
                                                                               --------------        -----------

   Net cash provided by operating activities                                          180,650          1,062,639
                                                                               --------------        -----------

Cash flows from investing activities:
   Proceeds from sales of equipment                                                   315,957            473,790
   Distributions received from unconsolidated joint ventures                            1,435                -
   Distributions to minority interests in consolidated joint ventures                 (51,532)               -
                                                                               --------------        -----------

   Net cash provided by investing activities                                          265,860            473,790
                                                                               --------------        -----------

</TABLE>



                                                    (continued on next page)
<PAGE>

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

           Condensed Consolidated Statements of Cash Flows - Continued

                        For the Six Months Ended June 30,

                                   (unaudited)





                                                           2004         2003
                                                           ----         ----

Cash flows from financing activities:
   Principal payments on non-recourse debt              (141,553)      (804,880)
   Cash distributions to partners                       (302,396)    (1,164,045)
                                                      -----------   ------------

       Net cash used in financing activities            (443,949)    (1,968,925)
                                                      ----------    -----------

Net increase (decrease) in cash and cash equivalents       2,561       (432,496)

Cash and cash equivalents at beginning of period          80,318        746,808
                                                      ----------    -----------

Cash and cash equivalents at end of period            $   82,879    $   314,312
                                                      ==========    ===========










                                                       (continued on next page)

<PAGE>

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

           Condensed Consolidated Statements of Cash Flows - Continued

Supplemental Disclosures of Cash Flow Information
-------------------------------------------------


     During the six months  ended June 30,  2004 and 2003,  non-cash  activities
included the following:




                                                           2004          2003
                                                           ----          ----

Principal and interest on direct finance receivables
   paid directly to lenders by lessees                  $   -         $ 186,220
Rental income paid directly to lenders by lessees         450,000       450,000
Principal and interest on non-recourse
   debt paid directly to lenders by lessees              (450,000)     (636,220)
                                                        ---------     ---------
                                                        $    -        $     -
                                                        ---------     ---------

Non-recourse debt assumed by lessees upon
   lease termination                                    $    -        $ 604,925
                                                        =========     ==========

Interest expense on non-recourse financing accrued or
   paid directly to lenders by lessees                  $ 592,145     $ 570,239
Other interest paid                                         3,363        23,110
                                                        ---------     ---------
   Total interest expense                               $ 595,508     $ 593,349
                                                        ---------     ---------














See accompanying notes to condensed consolidated financial statements.

<PAGE>

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

              Notes to Condensed Consolidated Financial Statements

                                  June 30, 2004
                                   (unaudited)

1.   Basis of Presentation

     The condensed 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 results for each period
shown.  Certain  information  and  footnote  disclosures  normally  included  in
consolidated   financial  statements  prepared  in  accordance  with  accounting
principles  generally  accepted  in the  United  States  of  America  have  been
condensed  or omitted  pursuant  to such SEC rules and  regulations.  Management
believes  that  the  disclosures  made  are  adequate  to make  the  information
presented not misleading. The results for the interim period are not necessarily
indicative  of the  results  for the full  year.  These  condensed  consolidated
financial  statements  should  be  read in  conjunction  with  the  consolidated
financial  statements and notes included in the Partnership's 2003 Annual Report
on Form 10-K. Certain 2003 amounts have been reclassified to conform to the 2004
presentation.

2.   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  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.

3.   Related Party Transactions

     Fees paid or  accrued  by the  Partnership  to the  General  Partner or its
affiliates for the six months ended June 30, 2004 and 2003, respectively, are as
follows:


                               2004             2003
                               ----             ----

Management fees          $    36,471      $     148,791    Charged to operations
Administrative expense
  reimbursements              14,656             97,565    Charged to operations
                         -----------      -------------

Total                    $    51,127      $     246,356
                         ===========      =============




     At June 30,  2004,  the  Partnership  had a net  payable  of  approximately
$547,000  due to  affiliates.  The  majority  of  this  payable  is due to  ICON
Receivables 1998-A Inc.  ("1998-A") for rents collected on behalf of 1998-A. The
Partnership  expects to satisfy  this payable  with future  rental  payments and
sales proceeds.

     The  Partnership and its affiliates have formed five joint ventures for the
purpose of acquiring  and  managing  various  assets.  The  Partnership  and its
affiliates have substantially identical investment objectives and participate on
the same terms and conditions.  (See note 4 for additional  information relating
to these joint ventures).

<PAGE>

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

        Notes to Condensed Consolidated Financial Statements - Continued

4.   Joint Ventures

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

Consolidated Joint Ventures

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

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

     In  September  1994,  the  Partnership  and an  affiliate,  ICON  Cash Flow
Partners L.P. Six ("L.P. Six"), formed a joint venture,  ICON Cash Flow Partners
L.L.C.  ("ICON  Cash Flow LLC") for the  purpose of  acquiring  and  managing an
aircraft on lease to a U.S. based commercial  airline.  The Partnership and L.P.
Six acquired  interests of 99% and 1%,  respectively,  in ICON Cash Flow LLC. In
1997, upon the scheduled  termination of the lease,  the aircraft was remarketed
to Aerovias de Mexico, S.A. de C.V. ("Aeromexico") under a new lease. This lease
originally  was scheduled to expire in October 2002, but has since been extended
twice pursuant to the terms of extension agreements. ICON Cash Flow LLC acquired
the aircraft,  assuming  non-recourse  debt and utilizing cash received from the
Partnership and L.P. Six. Profits,  losses, excess cash and disposition proceeds
of the joint venture are allocated  99% to the  Partnership  and 1% to L.P. Six.
The Partnership's  consolidated financial statements include 100% of the assets,
liabilities,  revenues and expenses of ICON Cash Flow LLC. L.P. Six's investment
in ICON Cash Flow LLC is reflected as minority  interest in joint venture on the
Partnership's  condensed  consolidated  balance sheets and as minority  interest
income on its condensed consolidated  statements of operations.  The outstanding
balance of the non-recourse debt secured by this aircraft was $9,545,147 at June
30, 2004.

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

     In August 1997, the Partnership and two affiliates,  L.P. Six and ICON Cash
Flow Partners L.P.  Seven ("L.P.  Seven"),  formed ICON  Receivables  1997-B LLC
("1997-B")  for the purpose of  securitizing  the cash flow  collections  from a
portfolio of leases.  The Partnership,  L.P. Six and L.P. Seven each contributed
cash,  equipment  leases and residuals and own a 75%, 8.33% and 16.67%  interest
respectively, in 1997-B.

     The Partnership's  condensed consolidated financial statements include 100%
of the assets,  liabilities,  revenues and expenses of 1997-B. L.P. Six and L.P.
Seven's  investments  in 1997-B  have been  recorded as  minority  interests  in
consolidated  joint  ventures on the condensed  consolidated  balance sheets and
statements of operations.

Unconsolidated Joint Ventures

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

<PAGE>

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

        Notes to Condensed Consolidated Financial Statements - Continued

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

     In March 1995, the Partnership and an affiliate, L.P. Six, formed ICON Cash
Flow Partners  L.L.C. II ("ICON Cash Flow LLC II"), for the purpose of acquiring
and  managing an  aircraft  on lease to a U.S.  based  commercial  airline.  The
Partnership and L.P. Six acquired interests of 1% and 99%, respectively, in ICON
Cash Flow LLC II. In 1997,  upon the  scheduled  termination  of the lease,  the
aircraft was remarketed to Aeromexico  under a new lease.  This lease originally
was  scheduled to expire in November  2002,  but has since been  extended  twice
pursuant to the terms of  extension  agreements.  ICON Cash Flow LLC II acquired
the aircraft,  assuming  non-recourse  debt and utilizing cash received from the
Partnership and L.P. Six. Profits,  losses, excess cash and disposition proceeds
of the joint  venture are allocated 1% to the  Partnership  and 99% to L.P. Six.
The outstanding  balance of the  non-recourse  debt secured by this aircraft was
$9,230,315 at June 30, 2004.

     Information  as to the unaudited  results of operations  for the six months
ended June 30, 2004 and 2003 is summarized below:



                                    Six Months Ended       Six Months Ended
                                      June 30, 2004          June 30, 2003
                                      -------------          -------------

Net loss                            $     (907,959)        $     (840,274)
                                    ==============         ==============

Partnership's share of net loss     $       (9,080)        $       (8,403)
                                    ==============         ==============


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

     In December 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 which was on lease to  Continental  Airlines,
Inc. The aircraft is a 1976 McDonnell  Douglas DC-10-30 with an original cost of
$11,429,751.  The original  lease  expired on April 30, 2003.  Effective  May 1,
2003, the aircraft was re-leased to World Airways, Inc. on a "power-by-the-hour"
basis.  World Airways has tentatively  agreed to a lease extension through March
of 2005 at a fixed rental of $50,000 a month plus maintenance reserves. Aviation
Investors,  Inc. has a 50% interest in the DC-10-30F aircraft currently on lease
to World Airways.  The Partnership and L.P. Seven  contributed 1% and 99% of the
cash required for the acquisition, respectively, to ICON Cash Flow LLC III. ICON
Cash  Flow  LLC III  acquired  the  aircraft,  assuming  non-recourse  debt  and
utilizing  contributions received from the Partnership and L.P. Seven. ICON Cash
Flow L.L.C.  III has since repaid the entire  non-recourse  debt secured by this
asset.

<PAGE>

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

        Notes to Condensed Consolidated Financial Statements - Continued

     Information  as to the unaudited  results of operations  for the six months
ended June 30, 2004 and 2003 is summarized below:




                                          Six Months Ended      Six Months Ended
                                            June 30, 2004        June 30, 2003
                                            -------------        -------------

Net (loss) income                         $     (134,304)        $      118,340
                                          ==============         ==============

Partnership's share of net (loss) income  $       (1,343)        $        1,183
                                          ==============         ==============

Distributions                             $      143,466         $        -
                                          ==============         ===============

Partnership's share of distributions      $        1,435         $        -
                                          ==============         ===============

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

     In March and September  1997, 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 the cash
flow  collections  from  a  portfolio  of  leases.  As of  June  30,  2004,  the
Partnership,  Series D, L.P. Six and L.P. Seven own 31.19%,  17.81%,  31.03% and
19.97% interests, respectively, in 1997-A.

     Information  as to the unaudited  results of operations  for the six months
ended June 30, 2004 and 2003 is summarized below:


                                         Six Months Ended       Six Months Ended
                                           June 30, 2004          June 30, 2003
                                           -------------          -------------

Net income (loss)                        $       37,436         $      (39,975)
                                         ==============         ==============

Partnership's share of net income (loss) $       11,677         $      (12,468)
                                         ==============         ==============




<PAGE>

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

                                  June 30, 2004

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 financial  statements and notes included
in the Partnership's 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.  The
Partnership  believes 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 the Partnership's  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.  The  Partnership's  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  the  Partnership's  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 the  Partnership's
     current level of expenses;

o    the financial condition of lessees; and

o    lessee defaults.

a.   Overview

     The Partnership is an equipment leasing business formed on November 7, 1991
and which began active  operations in June 1992.  The  Partnership  is primarily
engaged in the  business  of  acquiring  equipment  subject to leases  and, to a
lesser degree,  acquiring ownership rights to items of leased equipment at lease
expiration. The Partnership is currently in the process of selling its remaining
assets in the ordinary course of business, a time frame we call the "liquidation
period".  We have not  reinvested  any of the  Partnership's  funds  during  the
current period.

<PAGE>

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

                                  June 30, 2004

     The Partnership's  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 is currently in the process of
     being remarketed.

o    A 25% interest in certain  equipment used in connection with the production
     of sodium  chlorate,  on lease to EKA  Chemicals,  Inc.  The  Partnership's
     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. This lease has been accounted for as a finance lease.

o    A 99%  interest  in one  McDonnell  Douglas  MD-83  aircraft  on 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 the  Partnership's  pro rata share of $3,768,175 of cash and
     the  assumption of its 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 the Partnership's  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 on a monthly basis.

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  experiencing  a recession and
this has resulted in depressed sales prices for assets such as the Partnership's
aircraft and rotable parts. A further  weakening of the industry could cause the
proceeds  realized  from  the  future  sale of the  Partnership's  aircraft  and
rotables to be less than suggested by recent appraisals.

<PAGE>

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

                                  June 30, 2004

     Inability to Remarket Assets

     If current  equipment  lessees choose not to renew their leases or purchase
the  equipment  at lease  expiry,  the  Partnership  will need to  remarket  the
equipment.  There is no assurance that the Partnership  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 Partnership is
currently  encountering  some  difficulty in remarketing  the rotable parts that
were previously on lease to Sabena due to the weakness in the airline industry.

     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 the Partnership will ever be
in position to realize  residual  proceeds on these aircraft.  Accordingly,  the
Partnership is currently  exploring the possibility of selling the aircraft back
to FINOVA for the non-recourse debt balance.

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

Revenues

     Net revenues for the three months ended June 30, 2004 (the "2004  Quarter")
were a negative  $(358,884),  representing a decrease of $724,365 from the three
months  ended June 30,  2003 (the "2003  Quarter").  The  decrease  in  revenues
resulted  primarily  from a decrease in net gain on sales of equipment.  Gain on
sales of  equipment  decreased  by  $783,250  from a gain of  $1,804 in the 2003
Quarter  to a loss of  $781,446  in the 2004  Quarter.  This loss is a result of
significant losses on sales of equipment held in the ICON Receivables 1997-B LLC
("1997-B") portfolio. Unexpected losses occurred when receivables which were not
fully reserved for had to be written off.  Finance income  decreased by $98,472,
which was due to the  continued  reduction  in the  average  size of the finance
lease  portfolio.  Rental income decreased by $32,244 in the 2004 Quarter due to
lease  terminations in the Summit  portfolio.  Offsetting these decreases was an
increase in interest  income and other of  $165,427.  Interest  income and other
includes the recovery of $165,286 of receivables  which were previously  written
off.  Income from  investments in  unconsolidated  joint  ventures  increased by
$24,174 in the 2004  Quarter.  This was  primarily  due to net  income  from the
Partnership's investment in ICON Receivables 1997-A LLC ("1997-A").

Expenses of the Partnership

     Expenses  for the 2004 Quarter were  $549,190,  representing  a decrease of
$321,456  from the 2003  Quarter.  The  decrease in expenses was  partially  the
result  of a  decrease  in  general  and  administrative  expenses  of  $66,105,
principally  due to a  reduction  in  professional  fees.  Management  fees  and
administrative  expense  reimbursements  - General  Partner also  decreased,  by
$37,241 and $17,920,  respectively,  as a result of the reduction in the average
size  of  the  Partnership's  lease  portfolio.   Minority  interest  income  in
consolidated  joint ventures  increased by $196,546,  which is a function of the
level of income or loss in the  consolidated  joint ventures,  particularly  the
loss from 1997-B of $793,111.

Net Income/Loss of the Partnership

     As a result of the  foregoing  factors,  net loss for the 2004  Quarter and
2003 Quarter was $908,074 and $505,165,  respectively. The net loss per weighted
average  limited  partnership  unit was $1.48 and $.82 for the 2004  Quarter and
2003 Quarter, respectively.

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

                                  June 30, 2004

c.   Results of Operations for the Six Months Ended June 30, 2004 and 2003

Revenues

     Revenues  for the six months ended June 30, 2004 (the "2004  Period")  were
$92,110,  representing  a decrease of $1,324,986  from the six months ended June
30, 2003 (the "2003 Period"). The decrease in revenues resulted primarily from a
decrease in net gain on sales of equipment. Gain on sales of equipment decreased
by $888,767  from a gain of $312,721 in the 2003 Period to a loss of $576,046 in
the  2004  Period.  This  loss is 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  by
$382,551,  which was due to the  continued  reduction in the average size of the
finance lease  portfolio.  Rental income decreased by $44,791 in the 2004 Period
due to lease  terminations in the Summit  portfolio.  Offsetting these decreases
was an increase in income from investments in  unconsolidated  joint ventures of
$20,942. This was primarily due to net income from the Partnership's  investment
in 1997-A.

Expenses of the Partnership

     Expenses for the 2004 Period were  $1,389,957,  representing  a decrease of
$518,110  from the 2003 Period.  The decrease in expenses was  primarily  due to
decreases in general and administrative expenses of $222,697, principally due to
a reduction in professional  fees.  Management fees and  administrative  expense
reimbursements  - General  Partner  also  decreased,  by $112,320  and  $82,909,
respectively,  as a  result  of  the  reduction  in  the  average  size  of  the
Partnership's  lease portfolio.  Minority interest income in consolidated  joint
ventures  increased  by  $95,468,  which is a function of the level of income or
loss in the consolidated joint ventures, particularly the loss from 1997-B.

Net Income/Loss of the Partnership

     As a result of the foregoing factors, net loss for the 2004 Period and 2003
Period was  $1,297,847  and  $490,971,  respectively.  The net loss per weighted
average limited partnership unit was $2.11 and $.80 for the 2004 Period and 2003
Period, respectively.

d.   Liquidity and Capital Resources

Cash Requirements

     The  Partnership  has  sufficient   funds  necessary  to  maintain  current
operations.  However,  in the event  that cash flow is  insufficient  to pay the
Partnership's current level of expenses, the Partnership may be required to sell
assets prior to maturity or borrow against future cash flows.

Operations

     The Partnership's primary sources of liquidity for the 2004 Period and 2003
Period  were  net  cash  provided  by  operating   activities  of  $180,650  and
$1,062,639,  respectively,  and proceeds from sales of equipment of $315,957 and
$473,790,  respectively.  These  funds,  as well as funds held in reserve by the
Partnership, were used to pay cash distributions and make debt repayments.

<PAGE>

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

                                  June 30, 2004

Financings and Recourse Borrowings

     The Partnership  has not made any recourse  borrowings and does not rely on
financing to meet its current cash needs.

Distributions

     Cash  distributions to partners for the 2004 Period and 2003 Period totaled
$302,396 and $1,164,045,  respectively.  Such  distributions  are reflected as a
return of capital,  as the  Partnership  recorded  losses for both periods.  The
Partnership  has not  made  any  cash  distributions  since  May 2004 and has no
immediate plan to make any distributions until the Partnership has fulfilled its
current obligations to affiliates.

Capital Resources

     As of June 30,  2004,  the  Partnership  is  unaware of any  specific  need
requiring capital resources to be funded by the Partnership.

Uncertainties

     As of June 30,  2004,  except as noted  above in the  Overview  section and
listed  below in the Risk  Factors  section,  and 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.  As cash is  realized
from  operations,  or equipment  sales,  the Partnership  will attempt to retain
sufficient cash to meet its reserve requirements and recurring obligations.

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 the
     Partnership's 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,  the Partnership is in discussions with the lender  concerning
     selling both aircraft to the lender for the outstanding debt balance.

o    The Partnership 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

     Overall, we do not believe that inflation has had a material adverse impact
on our business or operating results during the period presented. We cannot give
assurance,  however,  that our business will not be affected by inflation in the
future.

<PAGE>

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

                                  June 30, 2004

Item 3.  Qualitative and Quantitative Disclosures About Market Risk

     The  Partnership is exposed to certain market risks,  including  changes in
interest rates and the demand for equipment (and the related residuals) owned by
the Partnership and its investors.

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

     The  Partnership  attempts to manage its exposure to equipment and residual
risk by monitoring the equipment  leasing market and maximizing the re-marketing
proceeds received through re-leasing or sale of equipment.

Item 4.   Controls and Procedures

     The Partnership  carried out an evaluation,  under the supervision and with
the  participation  of management of ICON Capital Corp.,  the General Partner of
the  Partnership,  including  its  Chief  Executive  Officer  and the  Principal
Financial  and  Accounting  Officer,  of the  effectiveness  of the  design  and
operation of the Partnership's  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 the  Partnership's  disclosure
controls and procedures were effective.

     There were no significant  changes in the  Partnership's  internal  control
over  financial  reporting  during the  Partnership's  second  quarter that have
materially  affected,  or are likely to  materially  affect,  the  Partnership's
internal control over financial reporting.

<PAGE>

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

PART II - OTHER INFORMATION
---------------------------


Item 1 - Legal Proceedings
--------------------------

     The  Partnership,  from  time-to-time,  in the ordinary course of business,
commences  legal actions when  necessary to protect or enforce the rights of the
Partnership.  We are not a defendant party to any pending litigation and are not
aware of any pending or threatened litigation against the Partnership.

Item 6 -  Exhibits and Reports on Form 8-K
------------------------------------------

(a)  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.

(b)  Reports on Form 8-K - None

<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
                               By its General Partner,
                               ICON Capital Corp.



       August 16, 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 condensed 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:  August 16, 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 condensed 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:  August 16, 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>

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

                                  June 30, 2004

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 June 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:  August 16, 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>

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

                                  June 30, 2004

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 June 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:  August 16, 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