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, 1998
                     -----------------------------------------------------------

[ ] 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
incorporation or organization)                            Identification Number)


              600 Mamaroneck Avenue, Harrison, New York 10528-1632
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip code)


                                    (914) 698-0600
--------------------------------------------------------------------------------
               Registrant's telephone number, including area code



        Indicate by check mark whether the  registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                                           [ x] Yes     [  ] No





<PAGE>


PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

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

                           Consolidated Balance Sheets

                                   (unaudited)

                                                    March 31,       December 31,
                                                      1998             1997

Assets

Cash .........................................    $ 11,222,622     $  9,460,337
                                                  ------------     ------------

Investment in finance leases
   Minimum rents receivable ..................      22,789,580       21,979,203
   Estimated unguaranteed residual values ....       7,137,211        7,380,296
   Initial direct costs ......................          57,915          225,158
   Unearned income ...........................      (4,496,348)      (3,811,419)
   Allowance for doubtful accounts ...........        (682,595)        (553,114)
                                                  ------------     ------------
                                                    24,805,763       25,220,124

Investment in operating leases
   Equipment at cost .........................      20,707,984       20,707,984
   Accumulated depreciation ..................      (2,969,565)      (2,864,469)
                                                  ------------     ------------
                                                    17,738,419       17,843,515

Investment in financings
   Receivables due in installments ...........      13,931,263       13,732,305
   Initial direct costs ......................             962            1,117
   Unearned income ...........................      (2,726,375)      (2,563,681)
   Allowance for doubtful accounts ...........        (207,573)        (102,532)
                                                  ------------     ------------
                                                    10,998,277       11,067,209

Equity investment in joint ventures ..........       1,497,485        1,556,123
                                                  ------------     ------------

Accounts receivable from affiliates, net .....            --              7,104

Other assets .................................         685,970        1,762,605
                                                  ------------     ------------

Total assets .................................    $ 66,948,536     $ 66,917,017
                                                  ============     ============


                                                        (continued on next page)


<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                   (unaudited)
<TABLE>


                                                                 March 31,    December 31,
                                                                   1998           1997

Liabilities and Partners' Equity

<S>                                                           <C>             <C>         
Note payable - warehouse facility .........................   $ 21,373,486    $ 16,100,870
Notes payable - non-recourse ..............................     19,418,353      25,172,064
Security deposits and deferred credits ....................      2,133,494         675,412
Minority interest in joint venture ........................        980,385         854,129
Accounts payable to General Partner and affiliates ........        714,068            --
Accounts payable - other ..................................        374,570         424,848
                                                              ------------    ------------
                                                                44,994,356      43,227,323
Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ........................................       (300,575)       (283,244)
   Limited partners (608,346 and 608,446 units outstanding,
     $100 per unit original issue price in 1998 and 1997,
     respectively) ........................................     22,254,755      23,972,938
                                                              ------------    ------------

Total partners' equity ....................................     21,954,180      23,689,694
                                                              ------------    ------------

Total liabilities and partners' equity ....................   $ 66,948,536    $ 66,917,017
                                                              ============    ============
</TABLE>















See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Operations

                      For the Three Months Ended March 31,

                                   (unaudited)
                                                          1998           1997
                                                          ----           ----
Revenues

  Finance income ...............................      $1,378,016      $1,114,831
  Rental income ................................         585,738         677,193
  Net gain on sales or remarketing
    of equipment ...............................         270,346         214,999
  Interest income and other ....................         134,100         203,882
  Income from equity investment
    in joint ventures ..........................         118,279           4,095
                                                      ----------      ----------

  Total revenues ...............................       2,486,479       2,215,000
                                                      ----------      ----------

Expenses

  Interest .....................................       1,019,133         529,838
  Management fees - General Partner ............         432,694         268,478
  Administrative expense reimbursements
  - General Partner ............................         208,970         137,832
  Provision for bad debts ......................         200,000            --
  Amortization of initial direct costs .........         173,973         253,389
  Depreciation .................................         105,096         265,428
  General and administrative ...................          90,139         112,324
  Minority interest in joint venture ...........          30,795           4,076
                                                      ----------      ----------

  Total expenses ...............................       2,260,800       1,571,365
                                                      ----------      ----------

Net income .....................................      $  225,679      $  643,635
                                                      ==========      ==========

Net income allocable to:
  Limited partners .............................      $  223,422      $  637,199
  General Partner ..............................           2,257           6,436
                                                      ----------      ----------

                                                      $  225,679      $  643,635
                                                      ==========      ==========
Weighted average number of limited
  partnership units outstanding ................         608,381         609,380
                                                      ==========      ==========

Net income per weighted average
  limited partnership unit .....................      $      .37      $     1.05
                                                      ==========      ==========

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, 1998 and the
                  Years Ended December 31, 1997, 1996 and 1995
<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, 1994                                $ 41,185,614   $  (109,751)   $ 41,075,863

Cash distributions
  to partners             $ 10.17    $   2.58        (7,773,082)      (78,512)     (7,851,594)

Limited partnership
  units redeemed
  (45 units)                                             (2,370)           -           (2,370)

Net income                                            1,569,944        15,858       1,585,802
                                                   ------------   -----------    ------------

Balance at
  December 31, 1995                                  34,980,106      (172,405)     34,807,701

Cash distribution
  to partners             $  9.11    $   3.64        (7,771,164)      (78,496)     (7,849,660)

Limited partnership
  units redeemed
  (193 units)                                            (8,960)            -
(8,960)

Net income                                            2,221,444        22,439       2,243,883
                                                   ------------   -----------    ------------

Balance at
  December 31, 1996                                  29,421,426      (228,462)     29,192,964

Cash distribution
  to partners             $  8.90    $   3.85        (7,768,316)      (78,468)     (7,846,784)

Limited partnership
  units redeemed
  (1,000 units)                                         (25,071)            -
(25,071)

Net income                                            2,344,899        23,686       2,368,585
                                                   ------------   -----------    ------------

Balance at
  December 31, 1997                                  23,972,938      (283,244)     23,689,694
</TABLE>


<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, 1998 and the
                  Years Ended December 31, 1997, 1996 and 1995
<TABLE>

                      Limited Partner Distributions

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

<S>                       <C>        <C>             <C>              <C>          <C>        
Cash distributions
  to partners                2.82         .37        (1,939,210)      (19,588)     (1,958,798)

Limited partnership
  units redeemed
  (100 units)                                            (2,395)           -           (2,395)

Net income                                              223,422         2,257         225,679
                                                   ------------   -----------    ------------

Balance at
  March 31, 1998                                   $ 22,254,755   $  (300,575)   $ 21,954,180
                                                   ============   ===========    ============



</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)
<TABLE>

                                                                1998          1997
                                                                ----          ----

Cash flows from operating activities:
<S>                                                        <C>            <C>        
  Net income ...........................................   $   225,679    $   643,635
                                                           -----------    -----------
  Adjustments to reconcile net income to
  net cash provided by operating activities:
    Collection of principal - non-financed receivables .     1,499,436      2,848,199
    Interest expense on non-recourse financing paid
      directly by lessees ..............................       680,822        178,390
    Finance income portion of receivables
      paid directly to lenders by lessees ..............      (672,402)      (359,116)
    Rental income-assigned operating lease receivables .      (585,738)      (677,193)
    Net gain on sales or remarketing of equipment ......      (270,346)      (214,999)
    Income from equity investment in joint ventures ....      (118,279)        (4,095)
    Distribution from investments in joint ventures ....       176,917           --
    Amortization of initial direct costs ...............       173,973        253,389
    Depreciation .......................................       105,096        265,428
    Allowance for doubtful accounts ....................       234,522         50,966
    Interest expense accrued on debt ...................          --           69,011
    Change in operating assets and liabilities:
      Security deposits and deferred credits ...........     1,458,082       (257,748)
      Accounts payable to General Partner and affiliates       714,068       (106,642)
      Minority interest in joint venture ...............       126,256          3,478
      Accounts payable - other .........................       (50,278)      (105,562)
      Other assets .....................................     1,078,415         10,826
      Other, net .......................................       (16,880)       396,983
                                                           -----------    -----------

        Total adjustments ..............................     4,533,664      2,351,315
                                                           -----------    -----------

    Net cash provided by operating activities ..........     4,759,343      2,994,950
                                                           -----------    -----------

Cash flows from investing activities:
  Equipment and receivables purchased ..................    (6,889,067)    (3,278,980)
  Proceeds from sales of equipment .....................       580,586      9,256,632
                                                           -----------    -----------

    Net cash provided by (used in) investing activities     (6,308,481)     5,977,652
                                                           -----------    -----------

</TABLE>


                                                        (continued on next page)


<PAGE>


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

                Consolidated Statements of Cash Flows (continued)

                      For the Three Months Ended March 31,

                                   (unaudited)
<TABLE>

                                                               1998           1997

Cash flows from financing activities:
<S>                                                          <C>              <C>       
  Proceeds from warehouse line of credit ..............      6,257,067            --
  Principal payments on warehouse line of credit ......       (984,451)           --
  Cash distributions to partners ......................     (1,958,798)     (1,962,018)
  Redemption of limited partnership units .............         (2,395)         (7,238)
  Loan to an affiliate ................................           --        (7,780,328)
  Principal payments received on affiliate note .......           --         1,000,000
  Proceeds from revolving credit facility .............           --         4,400,000
  Principal payments on revolving credit facility .....           --          (275,243)
                                                          ------------    ------------

    Net cash provided by (used in) financing activities      3,311,423      (4,624,827)
                                                          ------------    ------------

Net increase in cash ..................................      1,762,285       4,347,775

Cash at beginning of period ...........................      9,460,337       1,203,626
                                                          ------------    ------------

Cash at end of period .................................   $ 11,222,622    $  5,551,401
                                                          ============    ============

</TABLE>



















See accompanying notes to consolidated financial statements.


<PAGE>


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

                       Statement of Cash Flows (continued)

Supplemental Disclosures of Cash Flow Information

  During the three  months  ended March 31, 1998 and 1997,  non-cash  activities
included the following:
<TABLE>

                                                           1998          1997
                                                           ----          ----

Principal and interest on direct finance receivables
<S>                                                    <C>            <C>        
  paid directly to lenders by lessees ..............   $ 5,829,392    $ 2,183,214
Rental income assigned operating lease receivable ..       585,738        677,193
Principal and interest on non-recourse financing
  paid directly by lessees .........................    (6,415,130)    (2,860,407)
                                                       -----------    -----------

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

    Interest expense of $1,019,133 and $529,838 for the three months ended March
31, 1998 and 1997  consisted  of:  interest  expense on  non-recourse  financing
accrued  or paid  directly  to lenders by  lessees  of  $661,419  and  $225,710,
respectively,  interest  expense on warehouse line of credit of $338,311 and $0,
respectively, and other interest of $19,403 and $304,128, respectively.


<PAGE>


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

                   Notes to Consolidated Financial Statements

                                 March 31, 1998

                                   (unaudited)
1.    Basis of Presentation

      The consolidated  financial  statements of ICON Cash Flow Partners,  L.P.,
Series E (the  "Partnership")  have  been  prepared  pursuant  to the  rules and
regulations of the Securities  and Exchange  Commission  (the "SEC") and, in the
opinion  of  management,  include  all  adjustments  (consisting  only of normal
recurring  accruals)  necessary  for a fair  statement of income for each period
shown.  Certain  information  and  footnote  disclosures  normally  included  in
consolidated financial statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such SEC rules
and regulations.  Management  believes that the disclosures made are adequate to
make the information  represented  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 1997
Annual Report on Form 10-K.

2.    Disposition Period

      The  Partnership's  Reinvestment  Period  will end on July 31,  1998.  The
Disposition  Period  will begin on August 1, 1998 and is  expected  to  continue
through  February 1, 2001.  During the Disposition  Period the Partnership  will
distribute substantially all distributable cash from operations and sales to the
partners and begin the orderly  termination of its  operations and affairs.  The
Partnership  will not reinvest in any leased  equipment  during the  Disposition
Period.

3.    Redemption of Limited Partnership Units

      The General  Partner  consented to the  Partnership  redeeming 100 limited
partnership  units during the three months ended March 31, 1998.  The redemption
amount was  calculated  following  the specified  redemption  formula as per the
Partnership agreement.  Redeemed units have no voting rights and do not share in
distributions. The Partnership agreement limits the number of units which can be
redeemed  in any one year  and  redeemed  units  may not be  reissued.  Redeemed
limited partnership units are accounted for as a reduction from partners equity.

4.  Investment in Joint Ventures

      The  Partnership  Agreement  allows  the  Partnership  to  invest in joint
ventures  with other  limited  partnerships  sponsored  by the  General  Partner
provided that the  investment  objectives of the joint  ventures are  consistent
with that of the Partnership.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

    ICON Cash Flow 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
which  was on lease to  Alaska  Airlines,  Inc.  The  Partnership  and L.P.  Six
contributed 99% and 1% of the cash required for such acquisition,  respectively,
to ICON Cash Flow LLC I.

    ICON Cash Flow 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  which was on lease to  Alaska  Airlines,  Inc.  The
Partnership  and L.P. Six  contributed  1% and 99% of the cash required for such
acquisition, respectively, to ICON Cash Flow LLC II.

     Information as to the financial  position and results of operations of ICON
LLC II at March 31, 1998 is summarized below:

                                                 March 31, 1998

                   Assets                         $ 16,710,755
                                                  ============

                   Liabilities                    $ 11,826,348
                                                  ============

                   Equity                         $  4,884,407
                                                  ============

                                               Three Months Ended
                                                 March 31, 1998

                   Net income                     $    168,523
                                                  ============


    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 ICON Cash Flow Partners L.L.C. III ("ICON Cash
Flow LLC III"), for the purpose of acquiring and managing an aircraft  currently
on  lease  to  Continental  Airlines,   Inc.  The  Partnership  and  L.P.  Seven
contributed 1% and 99% of the cash required for such acquisition,  respectively,
to ICON Cash Flow LLC III.



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

Information  as to the financial  position and results of operations of ICON LLC
III at March 31, 1998 is summarized below:

                                                 March 31, 1998

                   Assets                         $  9,942,968
                                                  ============

                   Liabilities                    $  7,797,851
                                                  ============

                   Equity                         $  2,145,117
                                                  ============

                                               Three Months Ended
                                                 March 31, 1998

                   Net income                     $    111,610
                                                  ============

     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  (collectively the "1997-A
Members"),  contributed and assigned equipment lease and finance receivables and
residuals to ICON Receivables 1997-A L.L.C. ("1997-A"), a special purpose entity
created for the purpose of originating new leases, managing existing contributed
assets and,  eventually,  securitizing its portfolio.  On September 19, 1997 the
Partnership,  L.P.  Six and  L.P.  Seven  contributed  and  assigned  additional
equipment  lease  and  finance   receivables   and  residuals  to  1997-A.   The
Partnership,  Series D, L.P. Six and L.P. Seven received a 31.19%, 17.81% 31.03%
and 19.97% interest, respectively, in 1997-A based on the present value of their
related contributions.

     Information  as to the  financial  position  and results of  operations  of
1997-A at March 31, 1998 is summarized below:

                                                              March 31, 1998

                          Assets                              $  48,132,853
                                                              =============

                          Liabilities                         $  42,562,421
                                                              =============

                          Equity                              $   5,570,432
                                                              =============

                                                            Three Months Ended
                                                              March 31, 1998

                          Net income                          $     370,203
                                                              =============



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

      ICON Receivables 1997-B L.L.C.

      In August 1997 the Partnership, L.P. Six and L.P. Seven (collectively, the
"1997-B  Members") formed ICON  Receivables  1997-B L.L.C.  ("1997-B"),  for the
purpose of  originating  lease  transactions  and  ultimately  securitizing  its
portfolio.

5.   Related Party Transactions

     During the three months ended March 31, 1998 and 1997, the Partnership paid
or accrued to the General  Partner  management  fees of $432,694  and  $268,478,
respectively,   and  administrative   expense  reimbursements  of  $208,970  and
$137,832, respectively, which were charged to operations.



<PAGE>


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

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

     The  Partnership's  portfolio  consisted  of a net  investment  in  finance
leases, operating leases, financings,  leveraged leases and an equity investment
in joint venture of 46%, 31%, 20% and 3% of total investments at March 31, 1998,
respectively,  and 55%, 28%, 17% and less than 1% of total  investments at March
31, 1997, respectively.

     For the three months ended March 31, 1998 and 1997, the Partnership  leased
or  financed   equipment  with  initial  costs  of  $6,889,067  and  $3,522,046,
respectively,  to 86  and 59  lessees  or  equipment  users,  respectively.  The
weighted  average  initial  transaction  term  for  1998  and 1997 was 53 and 43
months, respectively.

      The  Partnership's  Reinvestment  Period  will end on July 31,  1998.  The
Disposition  Period  will begin on August 1, 1998 and is  expected  to  continue
through  February 1, 2001.  During the Disposition  Period the Partnership  will
distribute substantially all distributable cash from operations and sales to the
partners and begin the orderly  termination of its  operations and affairs.  The
Partnership  will not reinvest in any leased  equipment  during the  Disposition
Period.

Results of Operations for the Three Months Ended March 31, 1997 and 1996

     Revenues  for the  three  months  ended  March 31,  1998  were  $2,486,479,
representing  an increase of $271,479 or 12% from 1997. The increase in revenues
resulted  primarily  from an increase  in finance  income of $263,185 or 24%, an
increase in income from equity  investment  in joint  venture of $114,176 or 28%
and an increase in net gain on sales or  remarketing  of equipment of $55,347 or
26%. These  increases  were  partially  offset by a decrease in rental income of
$91,455 or 14% and a decrease  in  interest  income and other of $69,774 or 34%.
Finance  income  increased due to an increase in the average size of the finance
lease  portfolio  from 1997 to 1998.  Income  from  equity  investment  in joint
venture  increased  due to the  Partnership's  additional  investments  in these
ventures.  Rental  income  decreased  as a  result  of  the  remarketing  of the
underlying  equipment during June 1997.  Interest income and other decreased due
to the  decrease in the average cash balance from 1997 to 1998 and a decrease in
late charges.

     Expenses  for the  three  months  ended  March 31,  1998  were  $2,260,800,
representing  an increase of $689,435 or 44% from 1997. The increase in expenses
resulted from an increase in interest expense of $489,295 or 92%, an increase in
provision for bad debt expense of $200,000,  an increase in  management  fees of
$164,216 or 61%, an increase in administrative expense reimbursements of $71,138
or 52% and an increase in minority interest in joint ventures of $26,719.  These
increases  were  partially  offset by a  decrease  in  depreciation  expense  of
$160,332 or 61%, a decrease in  amortization of indirect costs of $89,153 or 34%
and a decrease in general and administrative expense of $12,448 or 12%. Interest
expense  increased due to an increase in the average debt  outstanding from 1997
to 1998. A provision  for bad debts was required for the quarter ended March 31,
1998 as a result of an analysis of delinquency, an assessment of credit risk and
a review of  historical  loss  experience.  Management  fees and  administrative
expense  reimbursements  increased due to an increase in the average size of the
portfolio from 1997 to 1998.  Minority interest in joint ventures  increased due
to the  increase  in income  related to its  consolidated  investments  in joint
ventures. Depreciation expense decreased due to the June 1997 remarketing of the
operating lease,  which resulted in a lengthier lease term and decreased monthly
depreciation.  Amortization of indirect costs decreased due to a decrease in the
portfolio  of leases  which were  subject to initial  direct  costs from 1997 to
1998. General and administrative  expense decreased due primarily to a reduction
in legal expense and bank service fees from 1997 to 1998.


<PAGE>


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

                                 March 31, 1997

     Net income for the three  months ended March 31, 1998 and 1997 was $225,679
and  $643,635,  respectively.  The  net  income  per  weighted  average  limited
partnership unit was $.37 and $1.05 for 1998 and 1997, respectively.

Liquidity and Capital Resources

     The Partnership's primary sources of funds for the three months ended March
31,  1998 and 1997  were net cash  provided  by  operations  of  $4,759,343  and
$2,994,950,  respectively,  proceeds  from sales of  equipment  of $580,586  and
$9,256,632,  respectively,  proceeds  from  the  warehouse  line  of  credit  of
$6,257,067 and $0, respectively, and proceeds from the revolving credit facility
of $0 and $4,400,000, respectively. These funds were used to purchase equipment,
to fund cash  distributions and to make payments on borrowings.  The Partnership
intends to  continue  to purchase  additional  equipment  through the end of the
Reinvestment  Period and to fund cash  distributions  utilizing cash provided by
operations and proceeds from sales of equipment.

     Cash distributions to the limited partners for the three months ended March
31, 1998 and 1997, which were paid monthly,  totaled  $1,939,210 and $1,942,398,
respectively,   of  which  $223,422  and  $637,199  was  investment  income  and
$1,715,788  and $1,305,199  was a return of capital,  respectively.  The monthly
annualized cash distribution rate to limited partners for the three months ended
March 31,  1998 and 1997 was  12.75%,  of which  1.47% and 4.18% was  investment
income and 11.28% and 8.57% was a return of capital, respectively, calculated as
a percentage of each partners' initial capital contribution. The limited partner
distribution  per weighted  average unit  outstanding for the three months ended
March 31, 1998 and 1997 was $3.19, of which $.37 and $1.05 was investment income
and $2.82 and $2.14 was a return of capital, respectively.

    As of March 31, 1997,  except as noted above,  there were no known trends or
demands,  commitments,  events or  uncertainties  which  are  likely to have any
material  effect  on  liquidity.  During  the  Reinvestment  Period,  as cash is
realized from  operations,  sales of equipment and  borrowings,  the Partnership
will invest in equipment  leases and financings  where it deems it to be prudent
while retaining  sufficient cash to meet its reserve  requirements and recurring
obligations as they become due.


<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 or Form 8-K were filed by the  Partnership  during the quarter  ended
March 31, 1998.




<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 14, 1998                         /s/ Gary N. Silverhardt
------------                         -------------------------------------------
    Date                             Gary N. Silverhardt
                                     Chief Financial Officer
                                     (Principal financial and account officer of
                                     the General Partner of the Registrant)




<PAGE>