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, 2001
                     -----------------------------------------------------------

[ ] 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)


              111 Church Street, White Plains, New York 10601-1505
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)


                                 (914) 993-1700
--------------------------------------------------------------------------------
               Registrant's telephone number, including area code



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

                                                         [ x ] Yes     [   ] No


<PAGE>


PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

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

                           Consolidated Balance Sheets

                                   (unaudited)
<TABLE>
<CAPTION>

                                                          March 31,      December 31,
                                                            2001            2000
                                                            ----            ----

       Assets

<S>                                                    <C>             <C>
Cash ................................................  $  1,485,211    $  1,030,751
                                                       ------------    ------------

Investment in finance leases
   Minimum rents receivable .........................    11,520,402      13,688,669
   Estimated unguaranteed residual values ...........     7,900,317       7,904,259
   Unearned income ..................................    (1,670,647)     (2,077,737)
   Allowance for doubtful accounts ..................    (1,415,512)     (1,287,212)
                                                       ------------    ------------
                                                         16,334,560      18,227,979

Investment in financings
   Receivables due in installments ..................    10,455,251      11,907,064
   Unearned income ..................................      (897,297)     (1,176,563)
   Allowance for doubtful accounts ..................    (1,235,886)     (1,235,231)
                                                       ------------    ------------
                                                          8,322,068       9,495,270

Investment in operating leases
   Equipment, at cost ...............................    20,707,984      20,707,984
   Accumulated depreciation .........................    (4,731,197)     (4,584,394)
                                                       ------------    ------------
                                                         15,976,787      16,123,590

Investments in unconsolidated joint ventures ........       470,814         483,555
                                                       ------------    ------------

Other assets ........................................       518,767         793,601
                                                       ------------    ------------

Total assets ........................................  $ 43,108,207    $ 46,154,746
                                                       ============    ============
</TABLE>


                                                        (continued on next page)



<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                   (unaudited)
<TABLE>
<CAPTION>

                                                              March 31,     December 31,
                                                                2001            2000
                                                                ----            ----

       Liabilities and Partners' Equity

<S>                                                         <C>             <C>
Notes payable - securitized debt ........................   $ 12,292,635    $ 14,318,259
Notes payable - non-recourse ............................     16,719,700      17,798,581
Security deposits, deferred credits and other payables ..      2,330,248       2,022,692
Minority interests in consolidated joint ventures .......        605,956         635,659
                                                            ------------    ------------
                                                              31,948,539      34,775,191

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ......................................       (408,264)       (406,065)
   Limited partners (607,856 units outstanding,
     $100 per unit original issue price in 2001 and 2000,
     respectively) ......................................     11,567,932      11,785,620
                                                            ------------    ------------

Total partners' equity ..................................     11,159,668      11,379,555
                                                            ------------    ------------

Total liabilities and partners' equity ..................   $ 43,108,207    $ 46,154,746
                                                            ============    ============

</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)
<TABLE>
<CAPTION>

                                                                  2001          2000
                                                                  ----          ----
Revenues
<S>                                                          <C>            <C>
  Finance income .........................................   $   792,277    $ 1,020,894
  Rental income ..........................................       615,000        615,000
  Gain on sales of equipment .............................        28,590        131,363
  Interest income and other ..............................        32,328         30,534
  (Loss) income from investments in
    unconsolidated joint ventures ........................       (12,742)        30,992
                                                             -----------    -----------

   Total revenues ........................................     1,455,453      1,828,783
                                                             -----------    -----------

Expenses
   Interest ..............................................       660,760        798,821
   General and administrative ............................       174,039        161,895
   Minority interest (income) expense in consolidated
     joint ventures ......................................       (29,703)        57,841
   Provision for bad debts ...............................       125,000           --
   Administrative expense reimbursements - General Partner        83,223        117,963
   Management fees - General partner .....................       136,584        176,232
   Depreciation ..........................................       146,803        146,803
   Other .................................................          --            5,392
                                                             -----------    -----------

Total expenses ...........................................     1,296,706      1,464,947
                                                             -----------    -----------

Net income ...............................................   $   158,747    $   363,836
                                                             ===========    ===========

Net income allocable to:
   Limited partners ......................................       157,160        360,198
   General Partner .......................................         1,587          3,638
                                                             -----------    -----------

                                                             $   158,747    $   363,836
                                                             ===========    ===========

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

Net income per weighted average
   limited partnership unit ..............................   $       .26    $       .59
                                                             ===========    ===========
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>


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

             Consolidated Statements of Changes in Partners' Equity

                  For the Three Months Ended March 31, and the
                          Year Ended December 31, 2000

                                   (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
   December 31, 1999                                          $15,065,327    $(372,938)   $14,692,389

Cash distribution
   to partners                 $    5.39     $     .65         (3,672,173)     (37,091)    (3,709,264)

Net income                                                        392,466        3,964        396,430
                                                              -----------    ---------    -----------

Balance at
   December 31, 2000                                           11,785,620     (406,065)    11,379,555

Cash distribution
   to partners                 $     .36     $     .26           (374,848)      (3,786)      (378,634)

Net income                                                        157,160        1,587        158,747
                                                              -----------    ---------    -----------

Balance at
   March 31, 2001                                             $11,567,932    $(408,264)   $11,159,668
                                                              ===========    =========    ===========

</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>
<CAPTION>

                                                                                 2001           2000
                                                                                 ----           ----
Cash flows provided by operating activities:
<S>                                                                          <C>            <C>
   Net income ............................................................   $   158,747    $   363,836
                                                                             -----------    -----------
   Adjustments to reconcile net income to net
     cash provided by operating activities:
     Depreciation ........................................................       146,803        146,803
     Rental income - paid directly to lenders by lessees .................      (615,000)      (615,000)
     Provision for bad debts .............................................       125,000           --
     Finance income portion of receivables paid directly
       to lenders by lessees .............................................      (148,218)      (269,156)
     Gain on sales of equipment ..........................................       (28,590)      (131,363)
     Minority interests in consolidated joint ventures ...................       (29,703)        57,841
     Interest expense on non-recourse financing paid
       directly by lessees ...............................................       454,923        422,025
     Loss (income) from investments in unconsolidated joint ventures .....        12,742        (30,992)
     Changes in operating assets and liabilities:
       Collection of principal - non-financed receivables ................     2,110,552      2,630,406
       Security deposits, deferred credits and other payables ............       307,556      1,553,979
       Accounts receivable from General Partner and affiliates, net ......          --             --
       Other assets ......................................................       274,834         59,168
       Other .............................................................        13,915     (1,059,849)
                                                                             -----------    -----------

         Total adjustments ...............................................     2,624,814      2,763,862
                                                                             -----------    -----------

         Net cash provided by operating activities .......................     2,783,561      3,127,698
                                                                             -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of equipment ......................................        75,157        292,398
   Distributions received from unconsolidated joint ventures .............          --           35,870
                                                                             -----------    -----------

       Net cash provided by investing activities .........................        75,157        328,268
                                                                             -----------    -----------

                                                        (continued on next page)
</TABLE>


<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>
<CAPTION>

                                                       2001           2000
                                                       ----           ----
Cash flows from financing activities:
<S>                                                 <C>            <C>
   Principal payments on securitized debt ......    (2,025,624)    (2,867,556)
   Cash distributions to partners ..............      (378,634)      (767,516)
                                                   -----------    -----------

         Net cash (used in) financing activities    (2,404,258)    (3,635,072)
                                                   -----------    -----------

Net increase (decrease) in cash ................       454,460       (179,106)

Cash at beginning of period ....................     1,030,751      2,073,759
                                                   -----------    -----------

Cash at end of period ..........................   $ 1,485,211    $ 1,894,653
                                                   ===========    ===========

</TABLE>























See accompanying notes to consolidated financial statements.


<PAGE>


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

                Consolidated Statements of Cash Flows (Continued)

Supplemental Disclosures of Cash Flow Information

     During the three months ended March 31, 2001 and 2000,  non-cash activities
included the following:
<TABLE>
<CAPTION>

                                                           2001           2000
                                                           ----           ----
<S>                                                    <C>            <C>
Principal and interest on direct finance receivables
   paid directly to lenders by lessees .............   $   918,804    $ 1,804,645
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 ...................    (1,533,804)    (2,419,645)
                                                       -----------    -----------

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

     Interest  expense of $660,760 and $798,821 for the three months ended March
31,  2001 and 2000  consisted  of  interest  expense on  non-recourse  financing
accrued  or paid  directly  to lenders by  lessees  of  $454,923  and  $376,795,
respectively,  and interest  expense on secured  debt of $205,837 and  $422,026,
respectively.



<PAGE>


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

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 2000

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  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  2000 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.  During the disposition  period, the Partnership expects to
recover, at a minimum, the carrying value of its assets.

3.    Related Party Transactions

     Fees paid or  accrued  by the  Partnership  to the  General  Partner or its
affiliates for the three months ended March 31, 2001 and 2000 are as follows:

                                2001          2000
                                ----          ----

Management fees               $136,584      $233,637    Charged to operations
Administrative expense
  reimbursements                83,223       139,838    Charged to operations
                              --------      --------

Total                         $219,807      $373,475
                              ========      ========

     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,  a special  purpose entity formed for the
purpose of originating  leases and securitizing its portfolio.  The Partnership,
L.P. Six and L.P.  Seven  contributed  $2,250,000  (75.00%  interest),  $250,000
(8.33%  interest) and $500,000  (16.67%  interest),  respectively to 1997-B.  In
October 1998,  1997-B  completed an equipment  securitization.  The net proceeds
from the  securitization  of these  assets  were used to pay-off  the  remaining
1997-B warehouse facility balance and any remaining proceeds were distributed to
the  1997-B  members  in  accordance  with  their  membership   interests.   The
Partnership's  consolidated  financial statements include 100% of the assets and
liabilities of 1997-B.  L.P. Six and L.P. Seven's  interests in 1997-B have been
reflected as "minority interests in consolidated joint ventures."

     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  and  results  of
operations of ICON Cash Flow LLC II at March 31, 2001 is summarized below:

                                                       March 31, 2001

    Assets                                             $    17,559,453
                                                       ===============

    Liabilities                                        $    10,786,002
                                                       ===============

    Equity                                             $     6,773,451
                                                       ===============

    Partnership's share of equity                      $        67,735
                                                       ===============

                                                      Three Months Ended
                                                        March 31, 2001

    Net income                                         $       133,642
                                                       ===============

    Partnership's share of net income                  $         1,336
                                                       ===============

     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  and  results  of
operations of ICON Cash Flow LLC III at March 31, 2001 is summarized below:

                                                        March 31, 2001

     Assets                                             $     7,436,828
                                                        ===============

     Liabilities                                        $     2,954,197
                                                        ===============

     Equity                                             $     4,482,631
                                                        ===============

     Partnership's share of equity                      $        44,826
                                                        ===============

                                                       Three Months Ended
                                                         March 31, 2001

     Net income                                         $       124,984
                                                        ===============

     Partnership's share of net income                  $         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"),  a  special  purpose  entity  created  for  the  purpose  of
originating  leases,  managing existing  contributed assets and securitizing its
portfolio.  In  September  1997  the  Partnership,   L.P.  Six  and  L.P.  Seven
contributed and assigned additional  equipment lease and finance receivables and
residuals to 1997-A. The Partnership, Series D, L.P. Six and L.P. Seven received
a 31.19%, 17.81%, 31.03% and 19.97% interest,  respectively,  in 1997-A based on
the value of their related contributions.  In September 1997, 1997-A securitized
substantially all of its equipment leases and finance receivables and residuals.
1997-A  became  the  beneficial  owner of a trust.  The  Partnership's  original
investment was recorded at cost and is adjusted by its share of earnings, losses
and distributions thereafter.

     Information  as  to  the  unaudited   financial  position  and  results  of
operations of 1997-A at March 31, 2001 is summarized below:

                                                       March 31, 2001

      Assets                                          $      7,487,972
                                                      ================

      Liabilities                                     $      5,383,524
                                                      ================

      Equity                                          $      2,104,448
                                                      ================

      Partnership's share of equity                   $        358,253
                                                      ================

                                                     Three Months Ended
                                                       March 31, 2001

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

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

     1997-A recorded a provision for bad debt of $125,000 during the three month
period ended March 31, 2001.

5.    Disposition Period

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


<PAGE>


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

                                 March 31, 2001

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  40%, 20%, 39% and 1% of total  investments  at March 31,
2001, respectively,  and 47%, 24%, 27%, and 1% of total investments at March 31,
2000, respectively.

Results of Operations

Three Months Ended March 31, 2001 and 2000

     Revenues  for the  three  months  ended  March  31,  2001  were  $1,455,453
representing a decrease of $373,330 from 2000. The decrease in revenues resulted
from  decreases  in finance  income of  $228,617,  gain on sales of equipment of
$102,773 and a loss from investments in unconsolidated joint ventures of $12,742
versus income from  investment in  unconsolidated  joint  ventures of $30,992 in
2000.  The  decrease in finance  income was  primarily  due to a decrease in the
average size of the finance lease  portfolio  from 2000 to 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 loss from investment in unconsolidated joint venture resulted primarily from
a provision for bad debts of $125,000  recorded by an underlying  joint venture.
The Partnership has a 31.19% interest in the joint venture.

     Expenses  for the  three  months  ended  March  31,  2001  were  $1,296,706
representing a decrease of $168,241 from 2000. The decline was due to a decrease
in interest  expense of $138,061,  minority  interest  income of $29,703 in 2001
versus minority  interest expense of $57,841 in 2000 and decreases in management
fees of $39,648 and  administrative  expense  reimbursements  of $34,740.  These
decreases  were  partially  offset by an increase in provision  for bad debts of
$125,000 and an increase in general and administrative of $12,144.  The decrease
in interest  expense  resulted from a decrease in average debt  outstanding from
2000 to 2001.  Minority  interest  income  resulted  from an overall loss in the
Partnership's  two consolidated  joint ventures in 2001 versus income recognized
in  the  joint   ventures  in  2000.   The  decrease  in  management   fees  and
administrative  expense  reimbursements  resulted from a decrease in the average
size of the finance lease portfolio. The increase in provision for bad debts was
the result of  determinations  made of the level of reserves required during the
2001 and 2000 periods, respectively. 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 general and  administrative
expenses resulted primarily from an increase in professional fees in 2001.

     Net income for the three  months ended March 31, 2001 and 2000 was $158,747
and  $363,836,  respectively.  The  net  income  per  weighted  average  limited
partnership unit was $.26 and $.59 for 2001 and 2000, respectively.

Liquidity and Capital Resources

     The Partnership's primary sources of funds for the three months ended March
31,  2001 and 2000  were net cash  provided  by  operations  of  $2,783,561  and
$3,127,698,  respectively,  and the proceeds  from sales of equipment of $75,157
and $292,398, respectively. These funds were used to fund cash distributions and
debt repayments.

     Cash distributions to limited partners for the three months ended March 31,
2001 and 2000 totaled $374,848 and $759,842, respectively.


<PAGE>


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

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

     As of March 31, 2001, 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.  The  Partnership  believes its exposure to other market risks,
including  commodity risk and equity price risk, 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.





<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, 2001.


<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 11, 2001                 /s/ Thomas W. Martin
--------------------            ------------------------------------------------
        Date                    Thomas W. Martin
                                Executive Vice President
                                (Principal financial and accounting officer of
                                the General Partner of the Registrant)