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                        June 30, 2000
                     -----------------------------------------------------------

[ ] 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>

                                                                                 June 30,         December 31,
                                                                                   2000               1999

       Assets

<S>                                                                           <C>               <C>
Cash                                                                          $     3,619,674   $    2,073,759
                                                                              ---------------   --------------

Investment in finance leases
   Minimum rents receivable                                                        21,530,485       26,598,335
   Estimated unguaranteed residual values                                           8,044,313        8,420,547
   Unearned income                                                                 (3,646,931)      (4,853,392)
   Allowance for doubtful accounts                                                 (1,254,097)      (1,237,909)
                                                                              ---------------   --------------
                                                                                   24,673,770       28,927,581

Investment in financings
   Receivables due in installments                                                 14,413,807       18,214,488
   Unearned income                                                                 (1,765,295)      (2,438,302)
   Allowance for doubtful accounts                                                   (735,231)        (735,231)
                                                                              ----------------  --------------
                                                                                   15,040,955       11,913,281
Investment in operating leases
   Equipment, at cost                                                              20,707,984       20,707,984
   Accumulated depreciation                                                        (4,290,788)      (3,997,183)
                                                                              ---------------   --------------
                                                                                   16,417,196       16,710,801

Investments in unconsolidated joint ventures                                          743,520          818,191
                                                                              ---------------   --------------

Other assets                                                                        1,529,459        1,259,331
                                                                              ---------------   --------------

Total assets                                                                  $    58,896,900   $   64,830,618
                                                                              ===============   ==============

</TABLE>

                                                        (continued on next page)



<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                   (unaudited)
<TABLE>

                                                                                  June 30,        December 31,
                                                                                    2000              1999

       Liabilities and Partners' Equity

<S>                                                                           <C>               <C>
Notes payable - securitized debt                                              $    20,082,487   $   25,691,428
Notes payable - non-recourse                                                       20,397,495       21,127,810
Security deposits, deferred credits and other payables                              4,152,045        2,758,365
Minority interests in consolidated joint ventures                                     532,451          560,626
                                                                              ---------------   --------------
                                                                                   45,164,478       50,138,229

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                                                   (382,529)        (372,938)
   Limited partners (607,856 units outstanding,
     $100 per unit original issue price in 2000 and 1999,
     respectively)                                                                 14,114,951       15,065,327
                                                                              ---------------   --------------

Total partners' equity                                                             13,732,422       14,692,389
                                                                              ---------------   --------------

Total liabilities and partners' equity                                        $    58,896,900   $   64,830,618
                                                                              ===============   ==============
</TABLE>















See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Operations

                                   (unaudited)
<TABLE>

                                                     For the Three Months             For the Six Months
                                                        Ended June 30,                Ended June 30,
                                                     2000              1999           2000               1999
                                                     ----              ----           ----               ----


Revenues
<S>                                              <C>            <C>                 <C>            <C>
Finance income                                   $     931,831  $   1,482,656       $   1,952,725  $   3,232,914
Rental income                                          615,000        615,000           1,230,000      1,230,000
   Gain on sales of equipment                           83,282        120,228             214,645        234,912
Interest income and other                               64,504         51,612              95,038        119,349
   Income from investments in
   unconsolidated joint ventures                        34,966          8,669              65,958        110,480
                                                 -------------  -------------       -------------  -------------
   Total revenues                                    1,729,583      2,278,165           3,558,366      4,927,655
                                                 -------------  -------------       -------------  -------------

Expenses
   Interest                                            760,918      1,061,988           1,559,739      2,224,685
   General and administrative                          206,088        183,457             367,983        387,776
   Minority interest expense in consolidated
     joint ventures                                     62,560         53,745             120,401        147,208
   Provision for bad debts                                   -        100,000                   -        100,000
   Administrative expense reimbursements
     General partner                                   114,476        141,475             232,439        281,313
   Management fees-General partner                     216,173        240,446             392,405        474,083
   Depreciation                                        146,802        146,803             293,605        293,606
   Amortization of initial direct costs                 10,735          9,202              16,127         21,148
                                                 -------------  -------------       -------------  -------------
Total expenses                                       1,517,752      1,937,116           2,982,699      3,929,819
                                                 -------------  -------------       -------------  -------------

Net income                                       $     211,831  $     341,049       $     575,667  $     997,836
                                                 =============  =============       =============  =============

Net income allocable to:
   Limited partners                              $     209,713  $     337,639             569,910  $     987,858
   General Partner                                       2,118          3,410               5,757          9,978
                                                 -------------  -------------       -------------  -------------

                                                 $     211,831  $     341,049       $     575,667  $     997,836
                                                 =============  =============       =============  =============

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

Net income per weighted average
   limited partnership unit                      $         .35  $         .56       $         .94  $        1.63
                                                 =============  =============       =============  =============
</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 Six Months Ended June 30, 2000 and the
                          Year Ended December 31, 1999

                                   (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, 1998                                          $    17,227,175    $    (351,105)   $     16,876,070

Cash distributions
   to partners                 $    3.56     $    3.65             (4,381,933)         (44,258)         (4,426,191)

Net income                                                          2,220,085           22,425           2,242,510
                                                              ---------------    -------------    ----------------

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

Cash distributions
   to partners                 $    1.56     $     .94             (1,520,286)         (15,348)         (1,535,634)

Net income                                                            569,910            5,757             575,667
                                                              ---------------    -------------    ----------------

Balance at
   June 30, 2000                                              $    14,114,951    $    (382,529)   $     13,732,422
                                                              ===============    ==============   ================

</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 Six Months Ended June 30,

                                   (unaudited)
<TABLE>

                                                                                   2000                 1999
                                                                                   ----                 ----
Cash flows provided by operating activities:
<S>                                                                          <C>                 <C>
   Net income                                                                $        575,667    $       997,836
                                                                             ----------------    ---------------
   Adjustments to reconcile net income to net
     cash provided by operating activities:
      Depreciation                                                                    293,605            293,606
      Rental income - paid directly to lenders by lessees                          (1,230,000)        (1,230,000)
      Provision for bad debts                                                               -            100,000
      Finance income portion of receivables paid directly
         to lenders by lessees                                                       (511,492)        (1,049,639)
      Amortization of initial direct costs                                             16,127             21,148
      Net gain on sales of equipment                                                 (214,645)          (234,912)
      Interest expense on non-recourse financing paid
         directly by lessees                                                          909,235          1,168,080
      Income from investments in unconsolidated joint ventures                        (65,958)          (110,480)
      Minority interest expense                                                       120,401            147,208
    Changes in operating assets and liabilities:
     Collection of principal - non-financed receivables                             7,585,402          5,569,076
     Distributions received from unconsolidated joint ventures                        140,629            372,022
     Security deposits, deferred credits and other payables                         1,393,680            171,865
     Accounts receivable from General Partner and affiliates, net                           -            236,905
     Other assets                                                                    (270,128)           (60,128)
     Minority interests in consolidated joint ventures                               (148,576)           (29,294)
     Other, net                                                                       249,861            (45,696)
                                                                             ----------------    ---------------

      Total adjustments                                                             8,268,141          5,319,761
                                                                             ----------------    ---------------

      Net cash provided by operating activities                                     8,843,808          6,317,597
                                                                             ----------------    ---------------

Cash flows from investing activities:
   Proceeds from sales of equipment                                                   576,997          1,708,436
                                                                             ----------------    ---------------

     Net cash provided by investing activities                                        576,997          1,708,436
                                                                             ----------------    ---------------
</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 Six Months Ended June 30,

                                   (unaudited)
<TABLE>

                                                                                   2000                 1999
                                                                                   ----                 ----

Cash flows from financing activities:
<S>                                                                                <C>                <C>
   Principal payments on securitized debt                                          (5,608,941)        (5,690,413)
   Proceeds from non-recourse debt                                                 11,943,528                  -
   Principal payments on non-recourse debt                                        (12,673,843)                 -
   Cash distributions to partners                                                  (1,535,634)        (2,890,929)


      Net cash (used in) financing activities                                      (7,874,890)        (8,581,342)
                                                                             ----------------    ---------------

Net increase (decrease) in cash                                                     1,545,915           (555,309)

Cash at beginning of period                                                         2,073,759          2,336,094
                                                                             ----------------    ---------------

Cash at end of period                                                        $      3,619,674    $     1,780,785
                                                                             ================    ===============
</TABLE>




















See accompanying notes to consolidated financial statements.


<PAGE>


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

              Notes to Unaudited Consolidated Financial Statements

                                  June 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 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  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 1999
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 six months ended June 30, 2000 and 1999 are as follows:

                                  2000            1999
                                  ----            ----

  Management fees           $      392,405  $     474,083  Charged to operations

  Administrative expense
    reimbursements                 232,439        281,313  Charged to operations
                            --------------  -------------

  Total                     $      624,844  $     755,396
                            ==============  =============

      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
order to fund the acquisition of leases,  1997-B obtained a warehouse  borrowing
facility from Prudential Securities Credit Corporation.  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 June 30, 2000 is summarized below:

                                                      June 30, 2000

  Assets                                             $    15,351,943
                                                     ===============

  Liabilities                                        $     8,770,175
                                                     ===============

  Equity                                             $     6,581,768
                                                     ===============

  Partnership's share of equity                      $        64,255
                                                     ===============

                                                     Six Months Ended
                                                       June 30, 2000

  Net income                                         $       519,363
                                                     ===============

  Partnership's share of net income                  $         5,194
                                                     ===============

     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 June 30, 2000 is summarized below:

                                                        June 30, 2000

    Assets                                             $     8,740,415
                                                       ===============

    Liabilities                                        $     4,692,315
                                                       ===============

    Equity                                             $     4,098,100
                                                       ===============

    Partnership's share of equity                      $        40,941
                                                       ===============

                                                       Six Months Ended
                                                         June 30, 2000

    Net income                                         $       248,400
                                                       ===============

    Partnership's share of net income                  $         2,484
                                                       ===============


<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 present  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 June 30, 2000 is
summarized below:

                                                    June 30, 2000

  Assets                                          $     13,201,639
                                                  ================

  Liabilities                                     $     10,160,355
                                                  ================

  Equity                                          $      3,041,284
                                                  ================

  Partnership's share of equity                   $        638,324
                                                  ================

                                                  Six Months Ended
                                                     June, 2000

  Net income                                      $        186,847
                                                  ================

  Partnership's share of net income               $         58,280
                                                  ================

  Distributions                                   $        450,866
                                                  ================

  Partnership's share of distributions            $        140,629
                                                  ================




<PAGE>


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

                                  June 30, 2000

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  46%,  22%, 31% and 1% of total  investments  at June 30,
2000,  respectively,  and 49%, 26%, 23% and 2% of total  investments at June 30,
1999, respectively.

Results of Operations for the Three Months Ended June 30, 2000 and 1999

      Revenues  for the  three  months  ended  June  30,  2000  were  $1,729,583
representing a decrease of $548,582 from 1999. The decrease in revenues resulted
primarily  from a decrease in finance  income of $550,825 and a decrease in gain
on sales of equipment of $36,946.  These  decreases were partially  offset by an
increase in income from the  investments  in  unconsolidated  joint  ventures of
$26,297.  Finance income  decreased due to a decrease in the average size of the
finance  lease  portfolio.  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.  Income from the investments in joint
ventures increased because the 1999 amount included a loss provision of $270,000
recorded within one of the underlying joint ventures,  ICON Receivables  1997-A,
with no such loss provision being recorded in 2000.

      Expenses  for the  three  months  ended  June  30,  2000  were  $1,517,752
representing  a decrease  of  $419,364  from  1999.  The  decrease  was due to a
decrease in interest expense of $301,070,  a decrease in provision for bad debts
of $100,000,  a decrease in  administrative  fees of $26,999,  and a decrease in
management fees of $24,273. These decreases were partially offset by an increase
of general and  administrative of $22,631,  and an increase in minority interest
expense of $8,815.  The decrease in interest expense resulted from a decrease in
average debt  outstanding  from 1999 to 2000.  Based upon a review of historical
loss  experience and an assessment of overall risk, the  Partnership  determined
that a provision for bad debts was not required for the three months ending June
30,  2000.  The decrease in  management  and  administrative  fee expenses was a
result  of  decreases  in the size of the lease and  financing  portfolios.  The
increase in general and  administrative  expenses  resulted  from an increase in
professional  fees and the increase in minority  interest  expense resulted from
increased  earnings  levels  within the  Partnership's  two  consolidated  joint
ventures.

      Net income for the three  months ended June 30, 2000 and 1999 was $211,831
and  $341,049,  respectively.  The  net  income  per  weighted  average  limited
partnership unit was $.35 and $.56 for 2000 and 1999, respectively.

Results of Operations for the Six Months Ended June 30, 2000 and 1999

      Revenues  for  the  six  months  ended  June  30,  2000  were  $3,558,366,
representing  a decrease  of  $1,369,289.  The  decrease  in  revenues  resulted
primarily  from a decrease  in finance  income of  $1,280,189.  The  decrease in
finance  income  resulted  from a decrease in the average  size of the lease and
financing portfolios from 1999 to 2000.

      Expenses  for  the  six  months  ended  June  30,  2000  were   $2,982,699
representing  a decrease  of  $947,120.  The  decrease  was due  primarily  to a
decrease in interest  expense of  $664,946,  a decrease  in  management  fees of
$81,678,  and a decrease in  administrative  fees of $48,874.  The  decreases in
management fees and  administrative  expense  reimbursements  were a result of a
decrease in the average  size of the lease and  financing  portfolios.  Interest
expense decreased due to a decrease in the average debt outstanding from 1999 to
2000.

      Net income for the six months  ended June 2000 and 1999 was  $575,667  and
$997,836,  respectively. The net income per weighted average limited partnership
interest was $.94 and $1.63 for 2000 and 1999 respectively.


<PAGE>


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

Liquidity and Capital Resources

      The  Partnership's  primary sources of funds for the six months ended June
30,  2000 and 1999  were net cash  provided  by  operations  of  $8,843,808  and
$6,317,597,  respectively,  and proceeds from sales of equipment of $576,997 and
$1,708,436,  respectively.  These funds were used to fund cash distributions and
make payments on borrowings.

      Cash  distributions  to limited partners for the six months ended June 30,
2000 and 1999,  which were paid  monthly,  totaled  $1,520,286  and  $2,862,020,
respectively, of which $569,910 and $987,858 was investment income.

         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 June 30, 2000, 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.



<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
June 30, 2000.


<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.




       August 10, 2000             /s/ Thomas W. Martin
-------------------------          ---------------------------------------------
               Date                Thomas W. Martin
                                   Executive Vice President
                                   (Principal financial and accounting officer
                                   of the General Partner of the Registrant)