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


                                    FORM 10-Q



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

For the period ended                        March 31, 2002
                     -----------------------------------------------------------

[  ]  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
--------------------------------------------------------------------------------
  (ddress 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


<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)

                                                      March 31,    December 31,
                                                        2002          2001
                                                        ----          ----

       Assets

Cash and cash equivalents                          $    867,411   $   1,363,922
                                                   ------------   -------------

Investment in finance leases
   Minimum rents receivable                           5,686,693       7,249,182
   Estimated unguaranteed residual values             5,006,897       5,073,140
   Unearned income                                     (576,758)       (746,315)
   Allowance for doubtful accounts                   (1,888,318)     (1,888,318)
                                                   ------------   -------------

                                                      8,228,514       9,687,689

Investment in operating leases
   Equipment, at cost                                21,540,681      21,554,842
   Accumulated depreciation                          (6,226,094)     (5,708,777)
                                                   ------------   --------------
                                                     15,314,587      15,846,065

Investment in financings
   Receivables due in installments                    4,977,751       6,843,252
   Unearned income                                     (231,080)       (413,030)
   Allowance for doubtful accounts                   (1,386,911)     (1,214,557)
                                                   ------------   -------------
                                                      3,359,760       5,215,665

Investments in unconsolidated joint ventures            160,386         166,692
                                                   ------------   -------------

Other assets                                            392,782         503,591
                                                   ------------   -------------

Total assets                                       $ 28,323,440   $  32,783,624
                                                   ============   =============




                                                      (continued on next page)



<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                   (unaudited)

                                                      March 31,    December 31,
                                                        2002          2001
                                                        ----          ----

     Liabilities and Partners' Equity

Notes payable - non-recourse                       $ 18,457,058    $ 21,862,616
Security deposits, deferred credits
  and other payables                                  2,245,481       2,132,052
Minority interests in consolidated
  joint ventures                                        183,142         174,672
                                                   ------------    ------------

                                                     20,885,681      24,169,340

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                     (445,266)       (433,582)
   Limited partners (607,856 units
     outstanding, $100 per unit original
     issue price in 2002 and 2001, respectively)      7,883,025       9,047,866
                                                   ------------    ------------

Total partners' equity                                7,437,759       8,614,284
                                                   ------------    ------------

Total liabilities and partners' equity             $ 28,323,440    $ 32,783,624
                                                   ============    ============









See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Operations

                      For the Three Months Ended March 31,

                                   (unaudited)

                                                        2002             2001
                                                        ----             ----
Revenues
Finance income                                      $   342,292     $   792,277
Rental income                                           694,918         615,000
   (Loss) gain on sales of equipment                    (80,084)         28,590
Interest income and other                                11,993          32,328
   Loss from investments in
     unconsolidated joint ventures                       (6,306)        (12,742)
                                                    -----------     -----------

   Total revenues                                       962,813       1,455,453
                                                    -----------     -----------

Expenses
   Interest                                             439,640         660,760
   General and administrative                           169,761         174,039
   Depreciation                                         525,970         146,803
   Provision for bad debts - net
     of recoveries                                         --           125,000
   Management fees - General partner                    110,184         136,584
   Administrative expense reimbursements -
      General Partner                                    63,657          83,223
   Minority interest expense (income)
     in consolidated joint ventures                       8,471         (29,703)
                                                    -----------     -----------

   Total expenses                                     1,317,683       1,296,706
                                                    -----------     -----------

Net (loss) income                                   $  (354,870)    $   158,747
                                                    ===========     ===========

Net (loss) income allocable to:
   Limited partners                                 $  (351,321)    $   157,160
   General Partner                                       (3,549)          1,587
                                                    -----------     -----------

                                                    $  (354,870)    $   158,747
                                                    ===========     ===========

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

Net (loss) income per weighted average
   limited partnership unit                         $     (0.58)    $       .26
                                                    ===========     ===========

See accompanying notes to consolidated financial statements.


<PAGE>


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

             Consolidated Statements of Changes in Partners' Equity

                For the Three Months Ended March 31, 2002 and the
                          Year Ended December 31, 2001

                                   (unaudited)
<TABLE>

                             Limited Partner Distributions

                      Return of Investment   Limited       General
                       Capital   Income      Partners      Partner          Total
                       -------   ------      --------      -------          -----
                              (Per weighted average unit)
<S>                       <C>     <C>       <C>            <C>              <C>
Balance at
   December 31, 2000                     $ 11,785,620    $  (406,065)   $  11,379,555

Cash distribution
   to partners          $ 2.23  $ -        (1,356,383)       (13,564)      (1,369,947)

Net income                                 (1,381,371)       (13,953)      (1,395,324)
                                         ------------    -----------    -------------

Balance at
   December 31, 2001                       9,047,866       (433,582)        8,614,284

Cash distribution
   to partners          $ 1.34  $ -         (813,520)        (8,135)         (821,655)

Net loss                                    (351,321)        (3,549)         (354,870)
                                         -----------     ----------     -------------

Balance at
   March 31, 2002                        $ 7,883,025    $  (445,266)    $   7,437,759
                                         ===========    ===========     =============
</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 Three Months Ended March 31,

                                   (unaudited)

                                                         2002            2001
                                                         ----            ----

Cash flows provided by operating activities:
   Net (loss) income                                 $  (354,870)   $   158,747
                                                     -----------    -----------
   Adjustments to reconcile net (loss) income to net
     cash provided by operating activities:
       Depreciation                                      525,970        146,803
       Rental income - paid directly to lenders
         by lessees                                     (615,000)      (615,000)
       Provision for bad debts - net of recoveries          --          125,000
       Finance income portion of receivables
         paid directly to lenders by lessees             (73,779)      (148,218)
       Loss (gain) on sales of equipment                  80,084        (28,590)
       Minority interest (income) expense                  8,471        (29,703)
       Interest expense on non-recourse financing
         paid directly by lessees                        346,868        454,923
       Loss from investments in unconsolidated
         joint ventures                                    6,306         12,742
       Changes in operating assets and liabilities:
         Non-financed receivables                      2,316,373      2,110,552
         Security deposits, deferred credits and
           other payables                                113,429        307,556
         Other assets                                    110,809        274,834
         Other                                           (62,317)        13,915
                                                     -----------    -----------

           Total adjustments                           2,757,214      2,624,814
                                                     -----------    -----------

       Net cash provided by operating activities       2,402,344      2,783,561
                                                     -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of equipment                      139,266         75,157
                                                     -----------    -----------

       Net cash provided by investing activities         139,266         75,157
                                                     -----------    -----------




                                                    (continued on next page)


<PAGE>


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

                Consolidated Statements of Cash Flows (Continued)

                      For the Three Months Ended March 31,

                                   (unaudited)

                                                      2002            2001
                                                      ----            ----

Cash flows from financing activities:
   Principal payments on non-recourse debt         (2,216,466)     (2,025,624)
   Cash distributions to partners                    (821,655)       (378,634)
                                                -------------    ------------

     Net cash used in financing activities         (3,038,121)     (2,404,258)
                                                -------------    ------------

Net (decrease) increase in cash and
   cash equity                                       (496,511)        454,460

Cash and cash equivalents at beginning
   of period                                        1,363,922       1,030,751
                                                -------------    ------------

Cash and cash equivalents at end of period      $     867,411    $  1,485,211
                                                =============    ============













See accompanying notes to consolidated financial statements.


<PAGE>


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

                Consolidated Statements of Cash Flows (Continued)


Supplemental Disclosures of Cash Flow Information

   During the three months ended March 31, 2002 and 2001, non-cash activities
included the following:

                                                  2002               2001
                                                  ----               ----
Principal and interest on direct finance
   receivables paid directly to lenders
   by lessees                                 $     920,960     $    918,804
Rental income on operating lease
   paid directly to lender by lessees               615,000          615,000
Principal and interest on non-recourse
   debt paid directly by lessees                 (1,535,960)      (1,533,804)
                                              -------------     ------------

                                              $       -         $      -
                                              =============     ============

     Interest  expense of $439,640 and $660,760 for the three months ended March
31,  2002 and 2001  consisted  of  interest  expense on  non-recourse  financing
accrued  or paid  directly  to lenders by  lessees  of  $346,868  and  $454,923,
respectively,  and interest  expense on other  non-recourse  debt of $92,772 and
$205,837, respectively.







<PAGE>


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

              Notes to Unaudited Consolidated Financial Statements

                                 March 31, 2002

1.  Basis of Presentation

     The  consolidated  financial  statements of ICON Cash Flow Partners,  L.P.,
Series E (the  "Partnership")  have  been  prepared  pursuant  to the  rules and
regulations of the Securities  and Exchange  Commission  (the "SEC") and, in the
opinion  of  management,  include  all  adjustments  (consisting  only of normal
recurring  accruals)  necessary for a fair  statement of 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  consolidated  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements  and notes included in the  Partnership's  2001 Annual Report on Form
10-K.

2.   Disposition Period

     The  Partnership's   reinvestment  period  ended  on  July  31,  1998.  The
disposition  period commenced on August 1, 1998.  During the disposition  period
the  Partnership  has  and  will  continue  to  distribute   substantially   all
distributable  cash from  operations  and  equipment  sales to the  partners and
continue the orderly termination of its operations and affairs.  The Partnership
will not  invest in any  additional  finance  or lease  transactions  during the
disposition period.

3.   Related Party Transactions

     Fees paid or  accrued  by the  Partnership  to the  General  Partner or its
affiliates for the three months ended March 31, 2002 and 2001 are as follows:

                                2002          2001
                                ----          ----

 Management fees           $   110,184   $  136,584    Charged to operations
 Administrative expense
   reimbursements               63,657       83,223    Charged to operations
                           -----------   ----------

 Total                     $   173,841   $  219,807
                           ===========   ==========

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


<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

4.   Investments in Joint Ventures

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

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

     ICON Cash Flow Partners L.L.C. I

     In September 1994 the Partnership and an affiliate, ICON Cash Flow Partners
L.P. Six ("L.P. Six"), formed a joint venture, ICON Cash Flow Partners, L.L.C. I
("ICON Cash Flow LLC I"), for the purpose of acquiring and managing an aircraft.
The  Partnership  and L.P. Six  contributed  99% and 1% of the cash required for
such  acquisition,  respectively,  to ICON  Cash  Flow LLC I. The  Partnership's
consolidated  financial statements include 100% of the assets and liabilities of
ICON  Cash Flow LLC I. L.P.  Six's  investment  in ICON Cash Flow LLC I has been
reflected as "Minority interests in consolidated joint ventures."

     ICON Receivables 1997-B L.L.C.

     In August 1997 the  Partnership,  L.P. Six and ICON Cash Flow Partners L.P.
Seven ("L.P.  Seven") formed 1997-B.  The  Partnership,  L.P. Six and L.P. Seven
have  interests  of 75%,  8.33%  and  16.67%,  respectively.  The  Partnership's
consolidated  financial statements include 100% of the assets and liabilities of
1997-B.  L.P. Six and L.P.  Seven's  interests in 1997-B have been  reflected as
"minority interests in consolidated joint ventures."

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

     ICON Cash Flow Partners L.L.C. II

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


<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

     Information as to the unaudited financial position of ICON Cash Flow LLC II
at March 31, 2002 and  December 31, 2001 and the results of  operations  for the
three months ended March 31, 2002 and 2001 are summarized below:

                                      March 31, 2002      December 31, 2001
                                      --------------      -----------------

 Assets                               $  16,733,050         $  17,090,554
                                      =============         =============

 Liabilities                          $   9,601,095         $   9,926,812
                                      =============         =============

 Equity                               $   7,131,955         $   7,163,742
                                      =============         =============

 Partnership's share of equity        $      71,319         $      71,638
                                      =============         =============

                                    Three Months Ended   Three Months Ended
                                      March 31, 2002       March 31, 2001
                                      --------------       --------------

 Net (loss) income                    $     (31,787)       $      133,642
                                      =============        ==============

 Partnership's share of net
   (loss) income                      $        (319)       $        1,336
                                      =============        ==============




<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

     ICON Cash Flow L.L.C. III

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

     Information  as to the unaudited  financial  position of ICON Cash Flow LLC
III as of March 31, 2002 and  December  31,  2001 and the results of  operations
during  the three  months  ended  March 31,  2002 and  2001,  respectively,  are
summarized below:

                                    March 31, 2002        December 31, 2001
                                    --------------        -----------------

 Assets                             $   4,975,518           $   4,853,818
                                    =============           =============

 Liabilities                        $         -             $         -
                                    =============           =============

 Equity                             $   4,975,518           $   4,853,818
                                    =============           =============

 Partnership's share of equity      $      49,755           $      48,538
                                    =============           =============

                                  Three Months Ended      Three Months Ended
                                    March 31, 2002          March 31, 2001
                                    --------------          --------------

 Net income                         $     121,700           $     124,984
                                    =============           =============

 Partnership's share of
   net income                       $       1,217           $       1,250
                                    =============           =============


<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

      ICON Receivables 1997-A L.L.C.

     In March 1997 three affiliates of the Partnership, ICON Cash Flow Partners,
L.P.,  Series D ("Series D"), L.P. Six and L.P. Seven,  contributed and assigned
equipment lease and finance receivables and residuals to ICON Receivables 1997-A
L.L.C.  ("1997-A").  In September 1997 the Partnership,  L.P. Six and L.P. Seven
contributed and assigned additional  equipment lease and finance receivables and
residuals to 1997-A.  The  Partnership,  Series D, L.P. Six and L.P. Seven own a
31.19%,  17.81%,  31.03%  and 19.97%  interest,  respectively,  in  1997-A.  The
Partnership  accounts  for its  interest  in 1997-A  under the equity  method of
accounting.

     Information as to the unaudited  financial  position of 1997-A at March 31,
2002 and December 31, 2001 and its results of operations  for the quarters ended
March 31, 2002 and 2001 are summarized below:

                                      March 31, 2002       December 31, 2001
                                      --------------       -----------------

  Assets                               $   1,128,972         $  1,856,582
                                       =============         ============

  Liabilities                          $   1,002,930         $  1,707,445
                                       =============         ============

  Equity                               $     126,042         $    149,137
                                       =============         ============

  Partnership's share of equity        $      39,312         $     46,516
                                       =============         ============

                                    Three Months Ended    Three Months Ended
                                      March 31, 2002        March 31, 2001
                                      --------------        --------------

  Net loss                             $    (23,095)         $    (49,144)
                                       ============          ============

  Partnership's share of net loss      $     (7,204)         $    (15,328)
                                       ============          ============




<PAGE>


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

                                 March 31, 2002

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

     The  Partnership's  portfolio  consisted  of a net  investment  in  finance
leases,  financings,  operating leases, and investments in unconsolidated  joint
ventures  representing  30%, 12%, 57% and 1% of total  investments  at March 31,
2002,  respectively,  and 40%, 20%, 39% and 1% of total investments at March 31,
2001, respectively.

Results of Operations

Three Months Ended March 31, 2002 and 2001

     Revenues  for  the  three  months  ended  March  31,  2002  were   $962,813
representing a decrease of $492,640 from 2001. The decrease in revenues resulted
primarily  from  decreases in finance income of $449,985 and net losses on sales
of  equipment  of $80,084 for the three  months ended March 31, 2002 as compared
with a gain on sales of  equipment  of $28,590 for the three  months ended March
31, 2001.  These decreases were partially offset by a $79,918 increase in rental
income.  The decrease in finance  income was  primarily due to a decrease in the
average  size of the finance  lease  portfolio  from 2001 to 2002 as well as the
reclassification  of a finance  lease to an  operating  lease  upon its  renewal
subsequent  to March  31,  2001.  The  decrease  in gain on  sales of  equipment
resulted  from a decrease  in the amount of  equipment  sold where the  proceeds
received were in excess of the remaining  carrying value. The increase in rental
income  was due to a finance  lease  which was  renewed in 2001 and which is now
classified as an operating lease.

     Expenses  for the  three  months  ended  March  31,  2002  were  $1,317,683
representing an increase of $20,977 from 2001. The increase was primarily due to
an increase in depreciation of $379,167.  This increase was partially  offset by
decreases  in interest  expense of $221,120 and net  provision  for bad debts of
$125,000.   The  decrease  in  provision   for  bad  debts  was  the  result  of
determinations  made of the level of  reserves  required  during  2002 period by
1997-B during the current quarter.  These  determinations were the result of the
Partnership's  ongoing  analysis of delinquency  trends,  loss experience and an
assessment of overall credit risk. The increase in  depreciation  was due to the
change in estimate  (reduction) of a residual value of an aircraft in the fourth
quarter of 2001 as well as the  depreciation on equipment that was  reclassified
from  finance  leases to  operating  leases.  The  decrease in interest  expense
resulted  from a decrease in average debt  outstanding  from 2001 to 2002 as the
result of the  continued  repayment of  non-recourse  debt,  resulting  from the
application  of  the  related  rents.   The  decrease  in  management  fees  and
administrative  expense  reimbursements  resulted from a decrease in the average
size of the finance lease portfolio.



<PAGE>


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

                                 March 31, 2002

     Net (loss)  income for the three  months  ended March 31, 2002 and 2001 was
$(354,870)  and  $158,747,  respectively.  The net (loss)  income  per  weighted
average limited  partnership  unit  outstanding was ($.58) and $.26 for 2002 and
2001, respectively.

Liquidity and Capital Resources

     The Partnership's primary sources of funds for the three months ended March
31, 2002 were net cash provided by  operations  of $2,402,344  and proceeds from
sales of equipment of $139,266. These funds were used to fund cash distributions
and debt repayments.

     Cash distributions to limited partners for the three months ended March 31,
2002 and 2001 totaled $813,520 and $374,848 respectively.

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

     As of March 31, 2002, except as noted above,  there were no known trends or
demands,  commitments,  events  or  uncertainties  which  are  likely  to have a
material  effect on liquidity.  As cash is realized from operations and sales of
equipment,  the Partnership  will distribute  substantially  all available cash,
after retaining  sufficient cash to meet its reserve  requirements and recurring
obligations.

Item 3.  Qualitative and Quantitative Disclosures About Market Risk

     The  Partnership is exposed to certain market risks,  including  changes in
interest rates and the demand for equipment (and the related residuals) owned by
the Partnership and its investees.  Except as discussed  below,  the Partnership
believes  its  exposure  to other  market  risks are  insignificant  to both its
financial position and results of operations.

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

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





<PAGE>


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

PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

No reports on Form 8-K were filed by the  Partnership  during the quarter  ended
March 31, 2002.



<PAGE>


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



                                   SIGNATURES


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

                                   ICON Cash Flow Partners, L.P., Series E
                                   File No. 33-44413 (Registrant)
                                   By its General Partner,
                                   ICON Capital Corp.




       May 15, 2002                /s/ Thomas W. Martin
------------------------------     ---------------------------------------------
           Date                    Thomas W. Martin
                                   Executive Vice President
                                  (Principal financial and accounting officer of
                                   the General Partner of the Registrant)