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, 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>

                                                                 June 30,      December 31,
                                                                   1999            1998

       Assets

<S>                                                            <C>             <C>
Cash .......................................................   $  1,780,785    $  2,336,094
                                                               ------------    ------------

Investment in finance leases
   Minimum rents receivable ................................     32,599,417      39,904,532
   Estimated unguaranteed residual values ..................      9,781,615      11,545,261
   Initial direct costs ....................................          1,571          11,986
   Unearned income .........................................     (6,513,513)     (8,575,852)
   Allowance for doubtful accounts .........................       (956,192)       (985,300)
                                                               ------------    ------------
                                                                 34,912,898      41,900,627

Investment in financings
   Receivables due in installments .........................     22,906,600      28,310,139
   Initial direct costs ....................................             22             106
   Unearned income .........................................     (3,524,456)     (4,815,891)
   Allowance for doubtful accounts .........................       (354,436)       (425,601)
                                                               ------------    ------------
                                                                 19,027,730      23,068,753

Investment in operating leases
   Equipment, at cost ......................................     20,707,984      20,707,984
   Accumulated depreciation ................................     (3,703,578)     (3,409,972)
                                                               ------------    ------------
                                                                 17,004,406      17,298,012

Investments in unconsolidated joint ventures ...............      1,101,080       1,264,148
                                                               ------------    ------------

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

Other assets ...............................................      1,408,634         890,445
                                                               ------------    ------------

Total assets ...............................................   $ 75,235,533    $ 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>

                                                             June 30,      December 31,
                                                              1999            1998

       Liabilities and Partners' Equity

<S>                                                       <C>             <C>
Notes payable - securitized debt ......................   $ 31,284,683    $ 36,975,096
Notes payable - non-recourse ..........................     24,026,718      28,492,442
Security deposits, deferred credits and other payables       4,186,738       4,014,873
Minority interests in consolidated joint ventures .....        677,663         559,749
Accounts payable to General Partner and affiliates, net         76,754            --
                                                          ------------    ------------
                                                            60,252,556      70,042,160

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ....................................       (370,036)       (351,105)
   Limited partners (607,856 units outstanding,
     $100 per unit original issue price) ..............     15,353,013      17,227,175
                                                          ------------    ------------

Total partners' equity ................................     14,982,977      16,876,070
                                                          ------------    ------------

Total liabilities and partners' equity ................   $ 75,235,533    $ 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

                                   (unaudited)
<TABLE>

                                             For the Three Months      For the Six Months
                                                Ended June 30,           Ended June 30,
                                              1999         1998        1999         1998
                                              ----         ----        ----         ----

Revenue
<S>                                       <C>          <C>          <C>          <C>
   Finance income .....................   $1,482,656   $1,030,909   $3,232,914   $2,408,925
   Rental income ......................      615,000      631,962    1,230,000    1,217,700
   Net gain on sales or
     remarketing of equipment .........      120,228          701      234,912      271,047
   Interest income and other ..........       51,612      128,855      119,349      262,963
   Income from equity investment
     in unconsolidated joint venture ..        8,669      171,572      110,480      289,851
                                          ----------   ----------   ----------   ----------

   Total revenues .....................    2,278,165    1,963,999    4,927,655    4,450,486
                                          ----------   ----------   ----------   ----------

Expenses
   Interest ...........................    1,061,988      818,271    2,224,685    1,837,404
   Management fees - General Partner ..      240,446      266,590      474,083      699,284
   General and administrative .........      183,457      153,714      387,776      243,853
   Depreciation .......................      146,803      291,581      293,606      396,677
   Administrative expense
     reimbursement  - General Partner .      141,475      148,884      281,313      357,854
   Provision for bad debts ............      100,000         --        100,000
                                                                                    200,000
   Minority interest in
     consolidated joint venture .......       53,745       80,948      147,208      111,743
   Amortization of initial direct costs        9,202       24,450       21,148      198,423
                                          ----------   ----------   ----------   ----------

   Total expenses .....................    1,937,116    1,784,438    3,929,819    4,045,238
                                          ----------   ----------   ----------   ----------

Net income ............................   $  341,049   $  179,561   $  997,836   $  405,248
                                          ==========   ==========   ==========   ==========

Net income allocable to:
   Limited partners ...................   $  337,639   $  177,765   $  987,858   $  401,196
   General Partner ....................        3,410        1,796        9,978        4,052
                                          ----------   ----------   ----------   ----------
                                          $  341,049   $  179,561   $  997,836   $  405,248
                                          ==========   ==========   ==========   ==========
Weighted average number of limited
   partnership units outstanding ......      607,856      608,346      607,856      608,363
                                          ==========   ==========   ==========   ==========

Net income per weighted average
   limited partnership unit ...........   $      .56   $      .29   $     1.63   $      .66
                                          ==========   ==========   ==========   ==========
</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, 1999 and the
                          Year Ended December 31, 1998

                                   (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, 1997                                           $23,972,938    $(283,244)    $23,689,694

Cash distribution
   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                 $  3.08         $ 1.63           (2,862,020)     (28,909)    (2,890,929)

Net income                                                         987,858        9,978        997,836
                                                               -----------    ---------    -----------

Balance at
   June 30, 1999                                               $15,353,013    $(370,036)   $14,982,977
                                                               ===========    ==========   ===========


</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>

                                                                           1999            1998
                                                                           ----            ----
Cash flows provided by operating activities:
<S>                                                                    <C>             <C>
   Net income ......................................................   $    997,836    $    405,248
                                                                       ------------    ------------
   Adjustments to reconcile net income to net
     cash provided by operating activities:
      Depreciation .................................................        293,606         396,677
      Provision for bad debt .......................................        100,000         200,000
      Rental income - paid directly to lenders by lessees ..........     (1,230,000)     (1,217,700)
      Finance income portion of receivables paid directly
         to lenders by lessees .....................................     (1,049,639)       (783,797)
      Amortization of initial direct costs .........................         21,148         198,423
      Net gain on sales or remarketing of equipment ................       (234,912)       (271,047)
      Interest expense on non-recourse financing paid
         directly by lessees .......................................      1,168,080       1,017,110
      Income from investments in unconsolidated joint ventures .....       (110,480)       (289,851)
      Changes in operating assets and liabilities:
         Collection of principal - non-financed receivables ........      5,569,076       3,388,793
         Distributions received from unconsolidated joint ventures .        372,022         254,895
         Investments in unconsolidated joint ventures ..............           --           (20,274)
         Accounts payable to General Partner and affiliates, net ...         76,754         241,076
         Security deposits, deferred credits and other payables ....        171,865       1,722,461
         Accounts receivable from General Partner and affiliates, net       160,151           7,104
         Other assets ..............................................        (60,128)      1,133,576
         Minority interests in consolidated joint ventures .........        117,914         603,876
         Other, net ................................................        (45,696)        (37,686)
                                                                       ------------    ------------

           Total adjustments .......................................      5,319,761       6,543,636
                                                                       ------------    ------------

           Net cash provided by operating activities ...............      6,317,597       6,948,884
                                                                       ------------    ------------

Cash flows from investing activities:
   Proceeds from sales of equipment ................................      1,708,436       1,163,590
   Equipment and receivables purchased .............................           --       (17,842,210)
                                                                       ------------    ------------

           Net cash provided by (used in) investing activities .....      1,708,436     (16,678,620)
                                                                       ------------    ------------

</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>

                                                                 1999            1998
                                                                 ----            ----

Cash flows from financing activities:
<S>                                                           <C>             <C>
   Principal payments on securitized debt ...............     (5,690,413)           --
   Cash distributions to partners .......................     (2,890,929)     (3,917,489)
   Proceeds from warehouse line of credit ...............           --        15,187,893
   Principal payments on warehouse line of credit .......           --        (5,209,951)
   Redemption of limited partnership units ..............           --            (2,394)
                                                            ------------    ------------

      Net cash provided by (used in) financing activities     (8,581,342)      6,058,059
                                                            ------------    ------------

Net increase (decrease) in cash .........................       (555,309)     (3,671,677)

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

Cash at end of period ...................................   $  1,780,785    $  5,788,660
                                                            ============    ============

</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 June 30, 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 .....................   $  3,781,041    $  6,934,383
Rental income assigned operating lease receivable ..........      1,230,000       1,217,700
Principal and interest on non-recourse financing
   paid directly by lessees ................................     (5,011,041)     (8,152,083)

Non-recourse notes payable assumed in purchase price .......           --        13,273,100
Fair value of equipment and receivables purchased for debt .           --       (13,273,100)

Decrease in investment in finance leases due to terminations       (644,704)           --
Decrease in notes payable non-recourse due to terminations .        644,704            --

Decrease in investments in finance leases and financings due
   to contribution to joint ventures .......................        (98,474)           --
Increase in equity investment in joint ventures ............         98,474            --
                                                               ------------    ------------

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

     Interest expense of $2,224,685 and $1,837,404 for the six months ended June
30,  1999 and 1998  consisted  of  interest  expense on  non-recourse  financing
accrued or paid  directly to lenders by lessees of  $1,168,080  and  $1,017,110,
respectively,  interest  expense  on  secured  debt of  $1,056,605  in 1999  and
interest expense on warehouse line of credit of $820,294 in 1998.


<PAGE>


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

              Notes to Unaudited Consolidated Financial Statements

                                  June 30, 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 six months ended June 30, 1999 and 1998 are as follows:

                              1999            1998
                              ----            ----

Management fees             $474,083      $  699,284    Charged to operations

Administrative expense
  reimbursements             281,313         357,854    Charged to operations
                            --------      ----------

Total                       $755,396      $1,057,138
                            ========      ==========

      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 which was on lease to Alaska  Airlines,  Inc. The  Partnership and L.P.
Six  contributed  99%  and  1%  of  the  cash  required  for  such  acquisition,
respectively,  to ICON  Cash  Flow LLC I.  ICON  Cash  Flow LLC I  acquired  the
aircraft,  assuming non-recourse debt and utilizing  contributions received from
the Partnership and L.P. Six. The lease is an operating lease. Profits,  losses,
excess cash and disposition proceeds are allocated 99% to the Partnership and 1%
to L.P. Six. 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  interest in  consolidated
joint  ventures."  The  original  lease  term  expired  in April 1997 and Alaska
Airlines, Inc. returned the aircraft. In June 1997 ICON Cash Flow LLC I released
the aircraft to Aero Mexico.  The new lease is an operating  lease which expires
in October 2002.


      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 which was on lease to Alaska  Airlines,  Inc.
The  Partnership  and L.P. Six  contributed  1% and 99% of the cash required for
such


<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

acquisition,  respectively,  to ICON  Cash  Flow LLC II.  ICON  Cash Flow LLC II
acquired the aircraft,  assuming  non-recourse debt and utilizing  contributions
received from the  Partnership  and L.P.  Six. The lease is an operating  lease.
Profits,  losses,  excess cash and disposition  proceeds are allocated 1% to the
Partnership  and 99% to L.P.  Six.  The  Partnership's  investment  in the joint
venture  is  accounted  for under the equity  method.  The  original  lease term
expired in April 1997 and Alaska Airlines,  Inc. returned the aircraft.  In June
1997 ICON Cash Flow LLC II released the  aircraft to Aero Mexico.  The new lease
is an operating lease which expires in September 2002.

      Information  as  to  the  unaudited  financial  position  and  results  of
operations  of ICON Cash Flow LLC II as of and for the six months ended June 30,
1999 is summarized below:

                                                           June 30, 1999

        Assets                                              $15,820,842
                                                            ===========

        Liabilities                                         $10,398,575
                                                            ===========

        Equity                                              $ 5,422,267
                                                            ===========

        Partnership's share of equity                       $    54,223
                                                            ===========

                                                         Six Months Ended
                                                           June 30, 1999

        Net income                                          $   449,827
                                                            ===========

        Partnership's share of net income                   $     4,498
                                                            ===========

      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  currently  on lease to  Continental  Airlines,  Inc.  The
aircraft is a 1976 McDonnell Douglas DC-10-30 and cost $11,429,751. The lease is
a leveraged  lease and the lease term expires in March 2003. 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.


<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 III as of and for the six months ended June 30,
1999 is summarized below:

                                                           June 30, 1999

         Assets                                             $9,714,574
                                                            ==========

         Liabilities                                        $6,117,438
                                                            ==========

         Equity                                             $3,597,136
                                                            ==========

         Partnership's share of equity                      $   35,971
                                                            ==========

                                                         Six Months Ended
                                                           June 30, 1998

         Net income                                         $  241,357
                                                            ==========

         Partnership's share of net income                  $    2,414
                                                            ==========

      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.


<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  1997-A  as of and for the six  months  ended  June  30,  1999 is
summarized below:

                                                      June 30, 1999

       Assets                                          $23,781,936
                                                       ===========

       Liabilities                                     $19,546,193
                                                       ===========

       Equity                                          $ 4,235,743
                                                       ===========

       Partnership's share of equity                   $ 1,010,886
                                                       ===========

                                                     Six Months Ended
                                                      June 30, 1999

       Net income                                      $   331,975
                                                       ===========

       Partnership's share of net income               $   103,568
                                                       ===========

       Distributions                                   $ 1,192,723

       Partnership's share of distributions            $   372,022
                                                       ===========

5.   Security Deposits, Deferred Credits and Other Payables

     Security deposits, deferred credits and other payables at June 30, 1999 and
1998 include  $1,895,353 and $1,515,786,  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)

                                  June 30, 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  49%,  26%, 23% and 2% of total  investments  at June 30,
1999,  respectively,  and 51%, 24%, 23% and 2% of total  investments at June 30,
1998, respectively.

Results of Operations

Three Months Ended June 30, 1999 and 1998

      For the three  months  ended June 30, 1999 the  Partnership  did not enter
into any new leases or financing agreements. For the three months ended June 30,
1998, the Partnership  leased or financed  additional  equipment with an initial
cost of  $15,136,793  to 44 lessees or  equipment  users.  At June 30,  1999 the
weighted average remaining transaction term of the portfolio was 25 months.

      Revenues  for the  three  months  ended  June 30,  1999  were  $2,278,165,
representing  an  increase  of  $314,166  or 16.0% from 1998.  The  increase  in
revenues  resulted  primarily  from an increase in finance income of $451,747 or
43.8%  and an  increase  in net gain on sales or  remarketing  of  equipment  of
$119,527.  These  increases were  partially  offset by a decrease in income from
equity  investment  in  unconsolidated  joint  ventures of $162,903 or 94.9%,  a
decrease  in  interest  income and other of  $77,243 or 59.9% and a decrease  in
rental income of $16,962 or 2.7%. The increase in finance  income  resulted from
an increase in the average  size of the  finance  lease  portfolio  from 1998 to
1999.  The increase in net gain on sales or  remarketing  of equipment  resulted
from an increase in the number of leases  maturing and the underlying  equipment
being  sold or  remarketed  for which  proceeds  received  were in excess of the
remaining carrying value. As a result of an analysis of delinquency,  assessment
of overall risk and a review of  historical  loss  experience  ICON  Receivables
1997-A  L.L.C.  ("1997-A")  recorded a loss  provision of $270,000 for the three
months ended June 30, 1999 which  resulted in a decrease for the  Partnership in
income from equity investment in unconsolidated joint ventures.  Interest income
decreased  due to a decrease in the average cash balance from 1998 to 1999.  The
decrease in rental income from 1998 to 1999 resulted from a rent  adjustment due
to the  Partnership's  revision of the operating  lease with Aerovias de Mexico,
S.A. de C.V. ("Aero Mexico") in April of 1998.

      Expenses  for the  three  months  ended  June 30,  1999  were  $1,937,116,
representing an increase of $152,678 or 8.6% from 1998. The increase in expenses
resulted primarily from an increase in interest expense of $243,717 or 29.8%, an
increase in the  provision  for bad debts of $100,000 and an increase in general
and  administrative  expense of $29,743 or 19.3%. These increases were partially
offset by a decrease in depreciation of expense of $144,778 or 49.7%, a decrease
in  minority  interest  in  consolidated  joint  venture of $27,203 or 33.6%,  a
decrease in management  fees of $26,144 or 9.8%, a decrease in  amortization  of
initial  direct  costs of  $15,248  or 62.4% and a  decrease  in  administrative
expense reimbursements of $7,409 or 5.0%.


<PAGE>


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

      Interest  expense  increased  due  to an  increase  in  the  average  debt
outstanding  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 a provision  for bad debt of $100,000 was required
for the  three  months  ending  June 30,  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.
Minority  interest expense  decreased due to a decrease in the net income of the
underlying  joint venture.  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.

      Net income for the three  months ended June 30, 1999 and 1998 was $341,049
and  $179,561,  respectively.  The  net  income  per  weighted  average  limited
partnership unit was $0 and $.29 for 1999 and 1998 respectively.

Six Months Ended June 30, 1999 and 1998

      For the six months ended June 30, 1999 the  Partnership did not enter into
any new leases or financing agreements.  For the six months ended June 30, 1998,
the Partnership leased or financed additional  equipment with an initial cost of
$31,167,958  to 137 lessees or  equipment  users.  At June 30, 1999 the weighted
average remaining transaction term of the portfolio was 25 months.

      Revenues  for  the  six  months  ended  June  30,  1999  were  $4,927,655,
representing  an  increase  of  $477,169  or 10.7% from 1998.  The  increase  in
revenues  resulted  primarily  from an increase in finance income of $823,989 or
34.2% and an increase in rental income of $12,300 or 1.0%.  These increases were
partially  offset by a decrease in net gain on sales or remarketing of equipment
of  $36,135  or  13.3%,   a  decrease  in  income  from  equity   investment  in
unconsolidated  joint  ventures  of $179,371 or 61.9% and a decrease in interest
income and other of $143,614 or 54.6%.  The increase in finance income  resulted
from an increase in the average size of the finance lease portfolio from 1998 to
1999.  Rental income  increased from 1998 to 1999 due to increased  rentals 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 number of
leases maturing and the underlying  equipment being sold or remarketed for which
proceeds received were in excess of the remaining carrying value. As a result of
an  analysis  of  delinquency,  assessment  of  overall  risk  and a  review  of
historical loss experience ICON Receivables 1997-A L.L.C.  ("1997-A") recorded a
loss  provision  of  $270,000  for the three  months  ended June 30,  1999 which
resulted in a decrease for the  Partnership in income from equity  investment in
unconsolidated joint ventures for the six months ended June 30, 1999.

      Expenses  for  the  six  months  ended  June  30,  1999  were  $3,929,819,
representing  a decrease of $115,419 or 2.9% from 1998. The decrease in expenses
resulted  primarily  from a decrease in management  fees of $225,201 or 32.2%, a
decrease  in the  provision  for bad debt of  $100,000  or 50.0%,  a decrease in
amortization  of initial  direct  costs of  $177,275  or 89.3%,  a  decrease  in
depreciation  of expense of $103,071  or 26.0% and a decrease in  administrative
expense  reimbursements  of $76,541 or 21.4%.  These  decreases  were  partially
offset by an increase in interest  expense of $387,281 or 21.1%,  an increase in
general  and  administrative  expense of  $143,923  or 59.0% and an  increase in
minority interest in consolidated joint venture of $35,465 or 31.7%.


<PAGE>


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

      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 a provision for
bad debt of $100,000 was  required  for the three  months  ending June 30, 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.  Minority  interest
expense  increased due to an increase in the net income of the underlying  joint
venture.

      Net income for the six months  ended June 30,  1999 and 1998 was  $997,836
and  $405,248,  respectively.  The  net  income  per  weighted  average  limited
partnership unit was $1.07 and $.66 for 1999 and 1998, respectively.

Liquidity and Capital Resources

      The  Partnership's  primary sources of funds for the six months ended June
30,  1999 and 1998  were net cash  provided  by  operations  of  $6,317,597  and
$6,948,884,  respectively,  proceeds from sales of equipment of  $1,551,704  and
$1,163,590,  respectively  and  proceeds  from a  warehouse  line of  credit  of
$15,187,893 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 six months ended June 30,
1999 and 1998,  which were paid  monthly,  totaled  $2,862,020  and  $3,878,314,
respectively,   of  which  $987,858  and  $401,195  was  investment  income  and
$1,874,162  and $3,477,119  was a return of capital,  respectively.  The monthly
annualized cash  distribution  rate to limited partners for the six months ended
June 30,  1999 and 1998 was 9.42% and 12.75%,  respectively,  of which 3.25% and
1.32%  was  investment  income  and 6.17% and  11.43%  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 six months ended June 30, 1999 and 1998 was $4.71 and $6.38,
respectively,  of which $1.63 and $.66 was investment income and $3.08 and $5.72
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 June 30, 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.


<PAGE>


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

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.

      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
June 30, 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.




August 12, 1999                       /s/Patricia A. Walsh
---------------                       --------------------------------------
     Date                             Patricia A. Walsh
                                      Vice President and Controller
                                      (Principal financial and account officer
                                       of the General Partner of the Registrant)





<PAGE>