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, 1999
                     -----------------------------------------------------------

[ ] 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)


              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)
<TABLE>

                                                                 March 31,     December 31,
                                                                   1999            1998
                                                                 --------      -----------

       Assets

<S>                                                            <C>             <C>         
Cash .......................................................   $  2,791,744    $  2,336,094
                                                               ------------    ------------

Investment in finance leases
   Minimum rents receivable ................................     36,227,633      39,904,532
   Estimated unguaranteed residual values ..................     10,226,145      11,545,261
   Initial direct costs ....................................          5,415          11,986
   Unearned income .........................................     (7,495,976)     (8,575,852)
   Allowance for doubtful accounts .........................       (991,137)       (985,300)
                                                               ------------    ------------
                                                                 37,972,080      41,900,627

Investment in financings
   Receivables due in installments .........................     25,309,566      28,310,139
   Initial direct costs ....................................             55             106
   Unearned income .........................................     (4,091,139)     (4,815,891)
   Allowance for doubtful accounts .........................       (438,695)       (425,601)
                                                               ------------    ------------
                                                                 20,779,787      23,068,753
                                                               ------------    ------------

Investment in operating leases
   Equipment, at cost ......................................     20,707,984      20,707,984
   Accumulated depreciation ................................     (3,556,775)     (3,409,972)
                                                               ------------    ------------
                                                                 17,151,209      17,298,012

Investments in unconsolidated joint ventures ...............      1,207,236       1,264,148
                                                               ------------    ------------

Accounts receivable from General Partner and affiliates, net           --           160,151
                                                               ------------    ------------

Other assets ...............................................      1,478,495         890,445
                                                               ------------    ------------

Total assets ...............................................   $ 81,380,551    $ 86,918,230
                                                               ============    ============

</TABLE>

                                                        (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,
                                                                 1999           1998
                                                               --------     -----------

       Liabilities and Partners' Equity

<S>                                                         <C>             <C>         
Notes payable - securitized debt ........................   $ 34,383,626    $ 36,975,096
Notes payable - non-recourse ............................     26,653,700      28,492,442
Security deposits, deferred credits and other payables ..      3,689,368       4,014,873
Minority interests in consolidated joint ventures .......        634,652         559,749
Accounts payable to General Partner and affiliates, net .         34,146            --
                                                            ------------    ------------
                                                              65,395,492      70,042,160

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ......................................       (360,015)       (351,105)
   Limited partners (607,856 units outstanding,
     $100 per unit original issue price in 1999 and 1998,
     respectively) ......................................     16,345,074      17,227,175
                                                            ------------    ------------

Total partners' equity ..................................     15,985,059      16,876,070
                                                            ------------    ------------

Total liabilities and partners' equity ..................   $ 81,380,551    $ 86,918,230
                                                            ============    ============

</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>

                                                                 1999         1998
                                                                 ----         ----
Revenue

<S>                                                           <C>          <C>       
   Finance income .........................................   $1,750,258   $1,378,016
   Rental income ..........................................      615,000      585,738
   Net gain on sales or remarketing of equipment ..........      114,684      270,346
   Income from investments in unconsolidated joint ventures      101,811      118,279
   Interest income and other ..............................       67,737      134,100
                                                              ----------   ----------

   Total revenues .........................................    2,649,490    2,486,479
                                                              ----------   ----------

Expenses

   Interest ...............................................    1,162,697    1,019,133
   Management fees - General Partner ......................      233,637      432,694
   General and administrative .............................      204,319       90,139
   Depreciation ...........................................      146,803      105,096
   Administrative expense reimbursements - General Partner       139,838      208,970
   Minority interest expense in consolidated joint ventures       93,463       30,795
   Amortization of initial direct costs ...................       11,946      173,973
   Provision for bad debt .................................         --        200,000
                                                              ----------   ----------

   Total expenses .........................................    1,992,703    2,260,800
                                                              ----------   ----------

Net income ................................................   $  656,787   $  225,679
                                                              ==========   ==========

Net income allocable to:
   Limited partners .......................................   $  650,219   $  223,422
   General Partner ........................................        6,568        2,257
                                                              ----------   ----------

                                                              $  656,787   $  225,679
                                                              ==========   ==========

Weighted average number of limited
partnership units outstanding .............................      607,856      608,381
                                                              ==========   ==========

Net income per weighted average
limited partnership unit ..................................   $     1.07   $      .37
                                                              ==========   ==========
</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, 1999 and the
                  Years Ended December 31, 1998, 1997 and 1996

                                   (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, 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>

                                                        (continued on next page)


<PAGE>


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

       Consolidated Statements of Changes in Partners' Equity (Continued)

                For the Three Months Ended March 31, 1999 and the
                  Years Ended December 31, 1998, 1997 and 1996

                                   (unaudited)
<TABLE>

                            Limited Partner Distributions

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

Cash distribution
<S>                            <C>             <C>           <C>             <C>         <C>        
   to partners                 $11.04          $1.71         (7,755,553)     (78,338)    (7,833,891)
                                              
Limited partnership                           
   units redeemed                             
   (590 units)                                                  (27,439)         -          (27,439)
                                              
Net income                                                    1,037,229       10,477      1,047,706
                                                            -----------    ---------    -----------
                                              
Balance at                                    
   December 31, 1998                                         17,227,175     (351,105)    16,876,070
                                              
Cash distributions                            
   to partners                 $ 1.45          $1.07         (1,532,320)     (15,478)    (1,547,798)
                                              
Net income                                                      650,219        6,568        656,787
                                                            -----------    ---------    -----------
                                              
Balance at                                    
   March 31, 1999                                           $16,345,074    $(360,015)   $15,985,059
                                                            ===========    =========    ===========
</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>

                                                                                        1999           1998
                                                                                        ----           ----
Cash flows provided by operating activities:
<S>                                                                                 <C>            <C>        
   Net income ...................................................................   $   656,787    $   225,679
                                                                                    -----------    -----------
   Adjustments to reconcile net income to net
     cash provided by operating activities:
      Depreciation ..............................................................       146,803        105,096
      Provision for bad debt ....................................................          --          200,000
      Rental income - paid directly to lenders by lessees .......................      (615,000)      (585,738)
      Finance income portion of receivables paid directly
         to lenders by lessees ..................................................      (605,544)      (672,402)
      Amortization of initial direct costs ......................................        11,946        173,973
      Net gain on sales or remarketing of equipment .............................      (114,684)      (270,346)
      Interest expense on non-recourse financing paid
         directly by lessees ....................................................       611,442        680,822
      Income from investments in unconsolidated joint ventures ..................      (101,811)      (118,279)
      Changes in operating assets and liabilities:
         Collection of principal - non-financed receivables .....................     2,926,329      1,499,436
         Distributions received from unconsolidated joint ventures ..............       158,723        176,917
         Accounts payable to General Partner and affiliates, net ................        34,146        714,068
         Security deposits, deferred credits and other payables .................      (325,505)     1,407,804
         Accounts receivable from General Partner and affiliates, net ............      160,151           --
         Other assets ...........................................................      (103,563)     1,078,415
         Minority interests in consolidated joint ventures ......................        74,903        126,256
         Other, net .............................................................       (32,177)       (16,880)
                                                                                    -----------    -----------

           Total adjustments ....................................................     2,226,159      4,499,142
                                                                                    -----------    -----------

           Net cash provided by operating activities ............................     2,882,946      4,724,821
                                                                                    -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of equipment .............................................     1,711,972        615,108
   Equipment and receivables purchased ..........................................          --       (6,889,067)
                                                                                    -----------    -----------

           Net cash provided by (used in) investing activities ..................     1,711,972     (6,273,959)
                                                                                    -----------    -----------

                                                        (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>

                                                                1999            1998
                                                                ----            ----

Cash flows from financing activities:
<S>                                                           <C>               <C>
   Principal payments on securitized debt ...............     (2,591,470)           --
   Cash distributions to partners .......................     (1,547,798)     (1,958,798)
   Proceeds from warehouse line of credit ...............           --         6,257,067
   Principal payments on warehouse line of credit .......           --          (984,451)
   Redemption of limited partnership units ..............           --            (2,395)
                                                            ------------    ------------

      Net cash provided by (used in) financing activities     (4,139,268)      3,311,423
                                                            ------------    ------------

Net increase (decrease) in cash .........................        455,650       1,762,285

Cash at beginning of period .............................      2,336,094       9,460,337
                                                            ------------    ------------

Cash at end of period ...................................   $  2,791,744    $ 11,222,622
                                                            ============    ============

</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, 1999 and 1998,  non-cash  activities
included the following:
<TABLE>

                                                           1999           1998
                                                           ----           ----
Principal and interest on direct finance receivables
<S>                                                    <C>            <C>        
   paid directly to lenders by lessees .............   $ 1,846,977    $ 5,829,392
Rental income assigned operating lease receivable ..       615,000        585,738
Principal and interest on non-recourse financing
   paid directly by lessees ........................    (2,461,977)    (6,415,130)
                                                       -----------    -----------

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

     Interest  expense of $1,162,697  and  $1,019,133 for the three months ended
March 31, 1999 and 1998 consisted of: interest expense on non-recourse financing
accrued  or paid  directly  to lenders by  lessees  of  $611,442  and  $680,822,
respectively,  interest expense on secured debt of $551,255 in 1999 and interest
expense on warehouse line of credit of $338,311 in 1998.


<PAGE>


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

              Notes to Unaudited Consolidated Financial Statements

                                 March 31, 1999

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 1998
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 and is  expected  to  continue
through July 2003.  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, 1999 and 1998 are as follows:

                              1999         1998
                              ----         ----

Management fees            $233,637      $432,694   Charged to operations

Administrative expense
  reimbursements            139,838       208,970   Charged to operations
                           --------      --------

Total                      $373,475      $641,664
                           ========      ========

      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 March 31, 1999 is summarized below:

                                           March 31, 1999

     Assets                               $    15,977,142
                                          ===============

     Liabilities                          $    10,783,948
                                          ===============

     Equity                               $     5,193,194
                                          ===============

     Partnership's share of equity        $        51,932
                                          ===============

                                         Three Months Ended
                                           March 31, 1999

     Net income                           $       220,755
                                          ===============

     Partnership's share of net income    $         2,208
                                          ===============

     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, 1999 is summarized below:

                                                 March 31, 1999

          Assets                                 $     9,943,321
                                                 ===============

          Liabilities                            $     6,467,678
                                                 ===============

          Equity                                 $     3,475,643
                                                 ===============

          Partnership's share of equity          $        34,756
                                                 ===============

                                                Three Months Ended
                                                  March 31, 1998

          Net income                             $       119,864
                                                 ===============

          Partnership's share of net income      $         1,199
                                                 ===============


<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 March 31, 1999 is summarized below:

                                                  March 31, 1999

         Assets                                  $     27,759,198
                                                 ================

         Liabilities                             $     23,176,757
                                                 ================

         Equity                                  $      4,582,441
                                                 ================

         Partnership's share of equity           $      1,120,548
                                                 ================

                                                Three Months Ended
                                                  March 31, 1999

         Net income                              $        315,487
                                                 ================

         Partnership's share of net income       $         98,404
                                                 ================

         Distributions                           $        508,872
                                                 ================

         Partnership's share of distributions    $        158,723
                                                 ================

5.   Security Deposits, Deferred Credits and Other Payables

     Security  deposits,  deferred  credits and other payables at March 31, 1999
and 1998 include $1,674,852 and $1,570,756,  respectively,  of proceeds received
on  residuals,  which  will be  applied  upon final  remaketing  of the  related
equipment.



<PAGE>


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

                                 March 31, 1999

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  50%, 27%, 22% and 1% of total  investments  at March 31,
1999,  respectively,  and 46%, 20%, 31% and 3% of total investments at March 31,
1998, respectively.

Results of Operations

Three Months Ended March 31, 1999 and 1998

      For the three  months ended March 31, 1999 the  Partnership  did not enter
into any new leases or financing agreements. For the three months ended March 31
1998, the Partnership  leased or financed  additional  equipment with an initial
cost of  $6,889,067  to 86 lessees or  equipment  users.  At March 31,  1999 the
weighted average remaining transaction term of the portfolio was 27 months.

      Revenues  for the  three  months  ended  March 31,  1999 were  $2,649,490,
representing  an increase of $163,011 or 7% from 1998.  The increase in revenues
resulted  primarily from an increase in finance income of $372,242 or 27% and an
increase  in rental  income of $29,262 or 5%.  These  increases  were  partially
offset  by a  decrease  in net gain on  sales or  remarketing  of  equipment  of
$155,662 or 58%, a decrease in interest income and other of $66,363 or 49% and a
decrease in income from investments in unconsolidated  joint ventures of $16,468
or 14%.  Finance income  increased due to an increase in the average size of the
finance  lease  portfolio  from 1998 to 1999.  Rental  income  increased  due to
increased  rentals  in 1999 as a result  of the  Partnership's  revision  of the
operating  lease with Aerovias de Mexico,  S.A. de C.V. ("Aero Mexico") in April
of 1998. The decrease in net gain on sales or remarketing of equipment  resulted
from a decrease  in the in the number of leases  maturing  and a decrease in the
amount of  underlying  equipment  being sold or  remarketed  for which  proceeds
received  were in  excess  of the  remaining  carrying  value.  Interest  income
decreased  due to a decrease in the average cash balance from 1998 to 1999.  The
decrease in income from  investments  in  unconsolidated  joint ventures was the
result of a decrease in the average  size of the lease  portfolio  of one of the
underlying joint ventures, ICON Receivables 1997-A.

      Expenses  for the  three  months  ended  March 31,  1999 were  $1,992,703,
representing  a decrease of $268,097 or 12% from 1998.  The decrease in expenses
resulted  from a decrease in  management  fees of $199,057 or 46%, a decrease in
amortization  of initial  direct  costs of  $162,027  or 93% and a  decrease  in
administrative  expense  reimbursements  of  $69,132 or 33%.  Additionally,  the
Partnership did not record any provision for bad debt for the three months ended
March 31, 1999  compared to a $200,000  provision  recorded for the three months
ended March 31, 1998.  These  decreases were partially  offset by an increase in
interest  expense of 143,564 or 14%, an  increase in general and  administrative
expense of $114,180 or 127%,  an increase in minority  interest in joint venture
of $62,668 or 203% and an increase in depreciation of expense of $41,707 or 40%.
The decreases in management fees and administrative  expense reimbursements were
a result of the fact that 1998 expenses included cumulative  management fees and
administrative  expense  reimbursements  related to a lease  originated in 1995.
Amortization  of initial direct costs decreased due to a decrease in the average
size of the  portfolio  subject to initial  direct costs from 1998 to 1999. As a
result of an analysis of delinquency, an assessment of overall risk and a review
of historical  loss  experience the  Partnership  determined  that no additional
provision  for bad debt was required for the three months ending March 31, 1999.
Interest expense  increased due to an increase the average debt outstanding from
1998 to 1999.  The  increase  in general  and  administrative  expenses  was due
primarily  to an  increase  in  collection  related  legal  and  other  fees and
increased printing and postage costs from 1998 to 1999.


<PAGE>


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

      Net income for the three months ended March 31, 1999 and 1998 was $656,787
and  $225,679,  respectively.  The  net  income  per  weighted  average  limited
partnership unit was $1.07 and $.37 for 1999 and 1998, respectively.

Liquidity and Capital Resources

      The  Partnership's  primary  sources of funds for the three  months  ended
March 31, 1999 and 1998 were net cash provided by  operations of $2,882,945  and
$4,724,821,  respectively,  proceeds from sales of equipment of  $1,711,972  and
$615,108,  respectively  and  proceeds  from the  warehouse  line of  credit  of
$6,257,067 in 1998.  These funds were used to purchase  equipment in 1998,  fund
cash distributions and make payments on borrowings.

      Cash  distributions  to limited  partners for the three months ended March
31, 1999 and 1998, which were paid monthly,  totaled  $1,532,320 and $1,939,210,
respectively,  of which $650,219 and $223,422 was investment income and $882,101
and 1,715,788 was a return of capital, respectively. The monthly annualized cash
distribution  rate to limited partners for the three months ended March 31, 1999
and 1998 was  10.08%  and  12.75%,  respectively,  of which  4.28% and 1.47% was
investment  income and 5.80% and 11.28% was a return of  capital,  respectively,
calculated as a percentage of each partner's initial capital  contribution.  The
limited partner distribution per weighted average unit outstanding for the three
months ended March 31, 1999 and 1998 was $2.52 and $3.19, respectively, of which
$1.07  and $.37 was  investment  income  and  $1.45  and  $2.82  was a return of
capital, respectively.

         The  Partnership's  reinvestment  period  ended on July 31,  1998.  The
disposition period began August 1, 1998, at which time the Partnership began the
orderly termination of its operations and affairs. During the disposition period
the  Partnership  has,  and  will  continue  to  distribute   substantially  all
distributable  cash from  operations  and equipment  sales to the partners.  The
Partnership  has not,  and will not  invest in any  additional  finance or lease
transactions  during the disposition  period.  As a result of the  Partnership's
entering into the disposition period,  future monthly  distributions  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, 1999, 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.

Year 2000 Issue

    The Partnership relies on computer  information  systems for its transaction
processing  and for general data  processing.  The Year 2000 issue arose because
many existing  computer  programs have been written using two digits rather than
four to define the  applicable  year. As a result,  the program could  interpret
dates  ending in "00" as the year 1900  rather  than the year  2000.  In certain
cases,  such errors  could  result in system  failures or  miscalculations  that
disrupt the operation of the affected businesses.



<PAGE>


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

    The Partnership  uses computer  information  systems provided by the General
Partner and has no computer information systems of its own. The software related
to the General  Partner's primary computer  information  systems are provided by
third parties vendors. The General Partner has formally  communicated with these
vendors and has received  assurance that their programs are Year 2000 compliant.
In addition,  the General Partner has gathered  information  about the Year 2000
readiness of  significant  vendors and  third-party  servicers  and continues to
monitor  developments  in this area.  All of the  General  Partner's  peripheral
computer  technologies,  such as its  network  operating  system and third party
software  applications,  including  payroll  and  electronic  banking  have been
evaluated and have been found to be Year 2000 compliant.  The ultimate impact of
the Year 2000  issue on the  Partnership  will  depend to a great  extent on the
manner in which the issue is addressed by the Partnership's lessees. Each of the
Partnership's  lessees will have a material  self interest in resolving any Year
2000 issue, however, non-compliance on the part of a lessee could result in lost
or  delayed  revenues  to the  Partnership.  The  effect  of  this  risk  to the
Partnership is not determinable.

    The General  Partner is responsible for costs relating to the assessment and
development of its Year 2000 compliance remediation plan, as well as the testing
of the hardware and software owned or licensed for its personal  computers.  The
General  Partner's  costs  incurred to date and  expected  future  costs are not
material.




<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, 1999.


<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 13, 1999                         /s/Kevin F. Redmond
------------                         -------------------------------------------
   Date                              Kevin F. Redmond
                                     Chief Financial Officer
                                     (Principal financial and account officer of
                                     the General Partner of the Registrant)




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