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                        September 30, 2002
                     -----------------------------------------------------------

[ ] 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)


              100 Fifth Avenue, New York, New York 10011
--------------------------------------------------------------------------------
  (Address of principal executive offices)                   (Zip code)


                                 (212) 418 -4700
--------------------------------------------------------------------------------
               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)

                                                 September 30,      December 31,
                                                     2002              2001
                                                     ----              ----

       Assets

Cash and cash equivalents                        $  1,967,259      $  1,363,922
                                                 ------------      ------------

Investment in finance leases
 Minimum rents receivable                           2,563,109         7,249,182
 Estimated unguaranteed residual values             3,063,090         5,073,140
 Unearned income                                     (176,219)         (746,315)
 Allowance for doubtful accounts                   (1,628,318)       (1,888,318)
                                                 ------------      ------------

                                                    3,821,662         9,687,689

Investment in operating leases
 Equipment, at cost                                21,554,842        21,554,842
 Accumulated depreciation                          (7,118,683)       (5,708,777)
                                                 ------------      ------------

                                                   14,436,159        15,846,065

Investment in financings
 Receivables due in installments                    3,857,487         6,843,252
 Unearned income                                     (117,807)         (413,030)
 Allowance for doubtful accounts                   (1,411,892)       (1,214,557)
                                                 ------------      ------------

                                                    2,327,788         5,215,665

Investments in unconsolidated
 joint ventures                                       146,740           166,692
                                                 ------------      ------------

Other assets                                           95,310           503,591
                                                 ------------      ------------

Total assets                                     $ 22,794,918      $ 32,783,624
                                                 ============      ============

                                                       (continued on next page)


<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                   (unaudited)

                                                   September 30,    December 31,
                                                       2002            2001
                                                       ----            ----

   Liabilities and Partners' Equity
   --------------------------------

Notes payable - non-recourse                       $ 12,388,403    $ 21,862,616
Security deposits, deferred credits
 and other payables                                   3,670,399       2,132,052
Minority interests in consolidated
 joint ventures                                          74,710         174,672
                                                   ------------    ------------

                                                     16,133,512      24,169,340
                                                   ------------    ------------

Commitments and Contingencies

Partners' equity (deficiency)
 General Partner                                       (453,045)       (433,582)
 Limited partners (607,856 units outstanding,
  $100 per unit original issue price in
  2002 and 2001, respectively)                        7,114,451       9,047,866
                                                   ------------    ------------

Total partners' equity                                6,661,406       8,614,284
                                                   ------------    ------------

Total liabilities and partners' equity             $ 22,794,918    $ 32,783,624
                                                   ============    ============









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 Nine Months
                                                            Ended September 30,          Ended September 30,
                                                            2002         2001             2002         2001
                                                            ----         ----             ----         ----
Revenues
<S>                                                  <C>             <C>            <C>            <C>
 Rental income                                       $     696,839   $     687,002  $   2,093,664  $   1,941,003
 Finance income                                            168,540         698,181        739,141      2,216,685
 (Loss) gain on sales of equipment                        (128,274)        (17,843)      (203,557)        37,786
 Loss from investments in
  unconsolidated joint ventures                             (4,989)         (6,260)       (19,952)      (273,647)
 Interest income and other                                   8,347          12,911         20,640         75,823
                                                     -------------   -------------  -------------  -------------

 Total revenues                                            740,463       1,373,991      2,629,936      3,997,650
                                                     -------------   -------------  -------------  -------------

Expenses
 Depreciation                                              399,967         272,807      1,409,906        608,413
 Interest                                                  325,034         598,493      1,031,294      1,867,695
 General and administrative                                131,433         155,824        506,808        524,556
 Management fees - General partner                         122,375         122,993        329,057        408,365
 Administrative expense reimbursements -
   General Partner                                          91,565         100,401        204,470        269,989
 Minority interest expense (income)
   in consolidated joint ventures                           11,878        (188,555)       (99,962)      (263,610)
 (Reversal of) provision for bad debts                    (700,000)        780,114       (260,000)     1,055,114
                                                     -------------   -------------  -------------  -------------

 Total expenses                                            382,252       1,842,077      3,121,573      4,470,522
                                                     -------------   -------------  -------------  -------------

Net income (loss)                                    $     358,211   $    (468,086) $    (491,637) $    (472,872)
                                                     =============   =============  =============  =============

Net income (loss) allocable to:
 Limited partners                                    $     354,629   $    (463,405) $    (486,721) $    (468,143)
 General Partner                                             3,582          (4,681)        (4,916)        (4,729)
                                                     -------------   -------------- -------------  -------------

                                                     $     358,211   $    (468,086) $    (491,637) $    (472,872)
                                                     =============   =============  =============  =============
Weighted average number of limited
 partnership units outstanding                             607,856         607,856        607,856        607,856
                                                     =============   =============  =============  =============

Net income (loss) per weighted average
 limited partnership unit                            $         .58   $       (.76)  $        (.80) $        (.77)
                                                     =============   ============   =============  =============

</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 Nine Months Ended September 30, 2002 and the
                          Year Ended December 31, 2001

                                   (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, 2000                                            $    11,785,620    $    (406,065)   $     11,379,555

Cash distributions
 to partners                   $    2.23     $    -                (1,356,383)         (13,564)         (1,369,947)

Net loss                                                           (1,381,371)         (13,953)         (1,395,324)
                                                              ---------------    -------------    ----------------

Balance at
 December 31, 2001                                                  9,047,866         (433,582)          8,614,284

Cash distributions
 to partners                   $    2.38     $    -                (1,446,694)         (14,547)         (1,461,241)

Net loss                                                             (486,721)          (4,916)           (491,637)
                                                              ---------------    -------------    ----------------

Balance at
 September 30, 2002                                           $     7,114,451    $    (453,045)   $      6,661,406
                                                              ===============    =============    ================
</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 Nine Months Ended September 30,

                                   (unaudited)

                                                        2002             2001
                                                        ----             ----
Cash flows provided by operating activities:
 Net loss                                            $  (491,637)   $  (472,872)
                                                     -----------    -----------
 Adjustments to reconcile net loss to net
  cash provided by operating activities:
    Depreciation                                       1,409,906        608,413
    Rental income - paid directly to
     lenders by lessees                               (1,845,000)    (1,845,000)
    Provision for bad debts                             (260,000)     1,055,114
    Finance income portion of receivables
     paid directly to lenders by lessees                (130,562)      (360,192)
    Loss (gain) on sales of equipment                    203,557        (37,786)
    Minority interest income                             (99,962)      (263,610)
    Interest expense on non-recourse
     financing paid directly by lessees                  832,748      1,291,520
    Loss from investments in unconsolidated
     joint ventures                                       19,952        273,647
    Changes in operating assets
     and liabilities:
     Non-financed receivables                          4,601,874      7,463,243
     Other assets                                         92,555        356,954
     Security deposits, deferred
      credits and other payables                         338,347     (1,986,464)
     Other                                                (5,028)        47,138
                                                     -----------    -----------

     Total adjustments                                 5,158,387      6,602,977
                                                     -----------    -----------

    Net cash provided by operating activities          4,666,750      6,130,105
                                                     -----------    -----------

Cash flows from investing activities:
 Proceeds from sales of equipment                      2,149,734        477,251
                                                     -----------    -----------

    Net cash provided by investing activities          2,149,734        477,251
                                                     -----------    -----------





                                        (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 Nine Months Ended September 30,

                                   (unaudited)

                                                 2002           2001
                                                 ----           ----

Cash flows from financing activities:
 Principal payments on non-recourse debt      (4,751,906)    (5,899,857)
 Cash distributions to partners               (1,461,241)      (836,069)
                                             -----------    -----------

  Net cash used in financing activities       (6,213,147)    (6,735,926)
                                             -----------    -----------

Net increase (decrease) in cash and
 cash equivalents                                603,337       (128,570)

Cash and cash equivalents at beginning
 of period                                     1,363,922      1,030,751
                                             -----------    -----------

Cash and cash equivalents at end of period   $ 1,967,259    $   902,181
                                             ===========    ===========







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  nine  months  ended  September  30,  2002 and  2001,  non-cash
activities included the following:

                                             2002           2001
                                             ----           ----
Principal and interest on direct
 finance receivables paid directly
 to lenders by lessees                   $ 3,710,055    $ 1,807,337
Rental income on operating lease
 paid directly to lender by lessee         1,845,000      1,845,000
Principal and interest on non-recourse
 debt paid directly by lessees            (5,555,055)    (3,652,337)
                                         -----------    -----------

                                         $      -       $      -
                                         ===========    ===========

     Interest  expense of $1,031,294  and  $1,867,695  for the nine months ended
September  30, 2002 and 2001,  respectively,  consisted  of interest  expense on
non-recourse  financing  accrued  or paid  directly  to  lenders  by  lessees of
$832,748  and   $1,291,520,   respectively,   and  interest   expense  on  other
non-recourse debt of $198,546 and $576,175, respectively.







<PAGE>


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

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 2002

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 results for each period
shown.  Certain  information  and  footnote  disclosures  normally  included  in
consolidated   financial  statements  prepared  in  accordance  with  accounting
principles  generally  accepted  in the  United  States  of  America  have  been
condensed  or omitted  pursuant  to such SEC rules and  regulations.  Management
believes  that  the  disclosures  made  are  adequate  to make  the  information
presented not misleading. The results for the interim period are not necessarily
indicative  of the  results  for the full  year.  These  consolidated  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements  and notes included in the  Partnership's  2001 Annual Report on Form
10-K.  Certain  2001  amounts  have been  reclassified  to  conform  to the 2002
presentation.

2.   Disposition Period

     The  Partnership's   reinvestment  period  ended  on  July  31,  1998.  The
disposition  period commenced on August 1, 1998.  During the disposition  period
the  Partnership  has  and  will  continue  to  distribute   substantially   all
distributable  cash from  operations  and  equipment  sales to the  partners and
continue the orderly termination of its operations and affairs.  The Partnership
will not  invest in any  additional  finance  or lease  transactions  during the
disposition period.

3.   Related Party Transactions

     Fees paid or  accrued  by the  Partnership  to the  General  Partner or its
affiliates for the nine months ended September 30, 2002 and 2001 are as follows:

                              2002               2001
                              ----               ----

Management fees           $   329,057      $    408,365  Charged to operations
Administrative expense
  reimbursements              204,470           269,989  Charged to operations
                          -----------      ------------

Total                     $   533,527      $    678,354
                          ===========      ============

     The Partnership  has  investments in five ventures with other  partnerships
sponsored  by  the  General  Partner.  (See  Note 4 for  additional  information
relating to the ventures.)


<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

4.   Consolidated Ventures and Investments in Unconsolidated Joint Ventures

     The  Partnership  and  affiliates  formed five  ventures for the purpose of
acquiring and managing various assets.

Consolidated Ventures

     The two 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 subject to an operating lease with a U.S. based commercial  airline. In
1997, the aircraft was  remarketed to Aeromexico  under a lease which expired in
October 2002. The lessee is currently  utilizing the aircraft and is the process
of negotiating a lease extension with the Partnership. The extension is expected
to be consummated  during the fourth quarter of 2002.  When the lease  extension
terms are determined, the Partnership will re-evaluate the residual value of the
aircraft and assess the carrying  value of the equipment in accordance  with its
policy regarding impairment of estimated residual values. The aircraft had a net
book value of  approximately  $14,093,316 and related  outstanding  non-recourse
debt of $9,126,288 at September 30, 2002.  The net book value of the aircraft at
the end of the current lease term approximated its estimated fair value based on
an appraisal  completed in February 2002. The  Partnership and L.P. Six acquired
interests of 99% and 1%,  respectively,  in 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.  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  and  revenues and expenses of ICON Cash Flow LLC I.
L.P. Six's investment in ICON Cash Flow LLC I is reflected as minority  interest
in  joint  venture  on the  Partnership's  consolidated  balance  sheets  and as
minority interest (income) expense on the consolidated statements of operations.

     ICON Receivables 1997-B L.L.C.
     ------------------------------

     The Partnership's  consolidated  financial  statements  include 100% of the
assets and  liabilities  and revenues and  expenses of ICON  Receivables  1997-B
L.L.C.  ("1997-B").  ICON Cash Flow Partners L.P. Seven ("L.P.  Seven") and L.P.
Six's  investments  in  1997-B  has been  reflected  as  minority  interests  in
consolidated joint ventures on the balance sheets and minority interest (income)
expense  in  consolidated  joint  ventures  on the  consolidated  statements  of
operations.

Investments in Unconsolidated Joint Ventures

     The three joint  ventures  described  below are less than 50% owned and are
accounted for following the equity method.



<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

     ICON Cash Flow Partners L.L.C. II
     ---------------------------------

     In March 1995, the Partnership and an affiliate, L.P. Six, formed ICON Cash
Flow Partners L.L.C. II, ("ICON Cash Flow LLC II"), for the purpose of acquiring
and  managing  an  aircraft  subject to an  operating  lease  with a U.S.  based
commercial  airline.  In 1997, upon the scheduled  termination of the lease, the
aircraft was  remarketed  to  Aeromexico  under a lease that expires in November
2002.  The lessee is in the process of  negotiating a lease  extension  with the
Partnership.  The  extension  is  expected to be  consummated  during the fourth
quarter  of 2002.  When the  lease  extension  terms are  determined,  the joint
venture  will  re-evaluate  the  residual  value of the  aircraft and assess the
carrying  value  of the  equipment  in  accordance  with  its  policy  regarding
impairment of estimated  residual values.  The Partnership and L.P. Six acquired
interests of 1% and 99%, respectively,  in 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.  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 whereby the Partnership's  investment is adjusted by its
share of earnings, losses and distributions.

     Information as to the unaudited financial position of ICON Cash Flow LLC II
at September  30, 2002 and  December 31, 2001 and the results of its  operations
for the nine months ended September 30, 2002 and 2001 are summarized below:

                                  September 30, 2002     December 31, 2001
                                  ------------------     -----------------

 Assets                             $  16,018,043          $  17,090,554
                                    =============          =============

 Liabilities                        $   8,932,349          $   9,926,812
                                    =============          =============

 Equity                             $   7,085,694          $   7,163,742
                                    =============          =============

 Partnership's share of
  equity                            $      70,857          $      71,638
                                    =============          =============

                                  Nine Months Ended     Nine Months Ended
                                  September 30, 2002    September 30, 2001
                                  ------------------    ------------------

 Net (loss) income                  $     (78,048)        $      369,352
                                    =============         ==============

 Partnership's share of net
  (loss) income                     $        (781)        $        3,704
                                    =============         ==============




<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

     ICON Cash Flow Partners L.L.C. III
     ----------------------------------


     In December 1996, the Partnership and an affiliate, L.P. Seven, formed ICON
Cash Flow  Partners  L.L.C.  III ("ICON Cash Flow LLC III"),  for the purpose of
acquiring and managing an aircraft  currently on lease to Continental  Airlines,
Inc.,  subject to a leveraged  lease that is  scheduled to expire 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. ICON Cash Flow LLC
III  acquired  the   aircraft,   assuming   non-recourse   debt  and   utilizing
contributions  received from the Partnership and L.P.  Seven.  Profits,  losses,
excess cash and disposition proceeds are allocated 1% to the Partnership and 99%
to L.P. Seven.  The  Partnership's  investment in the joint venture is accounted
for under the equity method, whereby the Partnership's investment is adjusted by
its share of earnings, losses and distributions.


     Information  as to the unaudited  financial  position of ICON Cash Flow LLC
III as of September 30, 2002 and December 31, 2001 and the results of operations
during the nine months  ended  September  30, 2002 and 2001,  respectively,  are
summarized below:

                          September 30, 2002       December 31, 2001
                          ------------------       -----------------

  Assets                     $   5,218,126           $   4,853,818
                             =============           =============

  Liabilities                $          -            $           -
                             =============           =============

  Equity                     $   5,218,126           $   4,853,818
                             =============           =============

  Partnership's share
   of equity                 $      52,181           $      48,538
                             =============           =============

                           Nine Months Ended       Nine Months Ended
                           September 30, 2002      September 30, 2001
                           ------------------      ------------------

  Net income                 $     364,308           $     373,100
                             =============           =============

  Partnership's share of
   net income                $       3,643           $       3,731
                             =============           =============


<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, the Partnership, and affiliates, L.P. Six and ICON Cash Flow
Partners L.P. Series D ("Series D"),  contributed  and assigned  equipment lease
and  finance  receivables  and  residuals  to  ICON  Receivables  1997-A  L.L.C.
("1997-A").  In  September  1997,  L.P.  Seven,  L.P.  Six and  the  Partnership
contributed and assigned additional  equipment lease and finance receivables and
residuals to 1997-A.  As of September 30, 2002, the Partnership,  L.P. Six, L.P.
Seven  and  Series  D  own  31.19%,   31.03%,   19.97%  and  17.81%   interests,
respectively,  in 1997-A.  The  Partnership  accounts for its interest in 1997-A
under the equity method of accounting.

     Information as to the unaudited  financial  position of 1997-A at September
30, 2002 and December 31, 2001 and its results of operations for the nine months
ended September 30, 2002 and 2001 are summarized below:

                         September 30, 2002     December 31, 2001
                         ------------------     -----------------

  Assets                    $     468,960         $     1,856,582
                            =============         ===============

  Liabilities               $     392,958         $     1,707,445
                            =============         ===============

  Equity                    $      76,002         $       149,137
                            =============         ===============

  Partnership's share
   of equity                $      23,702         $        46,516
                            =============         ===============

                          Nine Months Ended       Nine Months Ended
                          September 30, 2002      September 30, 2001
                          ------------------      ------------------

  Net loss                  $     (73,135)          $  (1,895,962)
                            =============           =============

  Partnership's share of
   net loss                 $     (22,814)          $    (281,082)
                            =============           =============

     1997-A  recorded a provision  for bad debts of  $1,825,000  during the nine
month period ended September 30, 2001.



<PAGE>


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

                               September 30, 2002

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

Results of Operations
---------------------

Three Months Ended September 30, 2002 and 2001

     Revenues  for the three months ended  September  30, 2002 ("2002  Quarter")
were $740,463,  representing a decrease of $633,528 or 46% from the three months
ended  September 30, 2001 ("2001  Quarter").  The decrease in revenues  resulted
primarily from a decrease in finance income of $529,641. The decrease in finance
income was due  primarily to a decrease in the average size of the finance lease
and financings portfolios from 2001 to 2002 as well as the maturity of a finance
lease  that  was  renewed  and  reclassified  as an  operating  lease  in  2001.
Additionally,  gains on sales of  equipment  decreased  by $110,431 to a loss of
$128,274 in the 2002 Quarter as compared to the 2001 Quarter. This resulted from
a decrease in the amount of equipment  sold where the proceeds  received were in
excess of the remaining carrying value.

     Expenses for the 2002 Quarter were  $382,252 as compared to  $1,842,077  in
the 2001 Quarter, a decrease of $1,459,825. This decrease was due primarily to a
reduction  in the  provision  for bad  debts of  $1,480,114.  As a result  of an
analysis  of  delinquencies,  an  assessment  of  overall  risk and a review  of
historical loss experience,  the allowance was adjusted  downward by $700,000 in
the 2002 Quarter.  Additionally,  interest expense  decreased by $273,459 in the
2002 Quarter as compared to the 2001 Quarter.  The decrease in interest  expense
resulted from a reduction in average debt  outstanding  from 2001 to 2002 as the
result of the  continued  repayment of  non-recourse  debt,  resulting  from the
application of the related rents.  These  decreases were partially  offset by an
increase in depreciation  expense of $127,160.  The increase in depreciation was
due to a change in estimate  (reduction)  of a residual  value of an aircraft in
the fourth  quarter of 2001 as well as the  depreciation  on equipment  that was
reclassified from a finance lease to an operating lease.

     Net income  (loss) for the 2002  Quarter and the 2001  Quarter was $358,211
and $(468,086), respectively. The net income (loss) per weighted average limited
partnership  unit  outstanding was $.58 and $(.76) for the 2002 Quarter and 2001
Quarter, respectively.




<PAGE>


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

                               September 30, 2002

Results of Operations
---------------------

Nine Months Ended September 30, 2002 and 2001

     Revenues for the nine months ended  September 30, 2002 ("2002 Period") were
$2,629,936,  representing  a decrease of  $1,367,714 or 34% from the nine months
ended  September  30, 2001 ("2001  Period").  The decrease in revenues  resulted
primarily  from  reductions in finance  income of  $1,477,544  and a net loss on
sales of equipment  of $203,557 for the 2002 Period as compared  with a net gain
on sales of  equipment  of $37,786 for the 2001  Period.  These  decreases  were
partially offset by a $152,661 increase in rental income and a reduction in loss
from equity  investments in joint ventures of $253,695.  The decrease in finance
income was primarily due to a reduction in the average size of the finance lease
and financings portfolios from 2001 to 2002 as well as the maturity of a finance
lease that was renewed and  reclassified as an operating lease in late 2001. The
decrease in gain on sales of equipment  resulted  from a reduction in the amount
of equipment  sold where the proceeds  received  were in excess of the remaining
carrying  value.  The increase in rental  income was  primarily due to a finance
lease  which was  renewed in 2001 and which is now  classified  as an  operating
lease. The decrease in loss from equity  investments in joint ventures  resulted
primarily  from a provision for bad debts of  $1,825,000  recorded by one of the
ventures in the 2001 Period.  The Partnership's  share of the venture's loss was
$281,082 for the 2001 Period.

     Expenses for the 2002 Period were  $3,121,573,  representing  a decrease of
$1,348,949  from the 2001  Period.  This  decrease was due to a reduction in the
provision  for  bad  debts  of  $1,315,114.  As  a  result  of  an  analysis  of
delinquencies,  an assessment  of overall risk and a review of  historical  loss
experience,  the allowance was adjusted  downward by $260,000  (net) in the 2002
Period. Additionally,  interest expense decreased by $836,401 in the 2002 Period
as compared to the 2001 Period. The decrease in interest expense resulted from a
reduction  in  average  debt  outstanding  from  2001 to 2002 as a result of the
continued repayment of non-recourse debt,  resulting from the application of the
related  rents.  These  decreases  were  partially  offset  by  an  increase  in
depreciation  expense of  $801,493.  The increase in  depreciation  was due to a
change in estimate  (reduction) of a residual value of an aircraft in the fourth
quarter of 2001 as well as the  depreciation on equipment that was  reclassified
from a finance lease to an operating lease.

     Net loss for the 2002 Period and the 2001 Period was $491,637 and $472,872,
respectively.  The net  loss  per  weighted  average  limited  partnership  unit
outstanding  was  $.80  and  $.77  for the  2002  Period  and the  2001  Period,
respectively.

Liquidity and Capital Resources

     The  Partnership's  primary  sources of funds for the 2002  Period were net
cash generated by operating  activities of $4,666,750 and proceeds from sales of
equipment of $2,149,734. These proceeds were used to fund cash distributions and
debt repayments.


<PAGE>



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

                               September 30, 2002

     Monthly cash distributions to limited partners for the 2002 Period and the
2001 Period totaled $1,446,694 and $827,709, 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 are expected
to  fluctuate  depending  on the  amount  of asset  sale and  re-lease  proceeds
received during that period.

     As of September 30, 2002, except as noted above, there were no known trends
or  demands,  commitments,  events or  uncertainties  which are likely to have a
material  effect on liquidity.  As cash is realized from operations and sales of
equipment,  the Partnership  will distribute  substantially  all available cash,
after retaining  sufficient cash to meet its reserve  requirements and recurring
obligations.

Item 3.  Qualitative and Quantitative Disclosures About Market Risk

     The  Partnership is exposed to certain market risks,  including  changes in
interest rates and the demand for equipment (and the related residuals) owned by
the Partnership and its investees.  Except as discussed  below,  the Partnership
believes  its  exposure  to other  market  risks are  insignificant  to both its
financial position and results of operations.

     The  Partnership  manages its interest  rate risk by  obtaining  fixed rate
debt. The fixed rate debt service  obligation  streams are generally  matched by
fixed  rate  lease  receivable  streams  generated  by the  Partnership's  lease
investments.

     The  Partnership  manages its  exposure to equipment  and residual  risk by
monitoring the market and maximizing the  re-marketing  proceed received through
re-leasing or sale of equipment.





<PAGE>


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

                               September 30, 2002


Item 4.    Controls and Procedures

     Beaufort  J.B.  Clarke and Thomas W. Martin,  the  Principal  Executive and
Principal Financial Officers,  respectively,  of ICON Capital Corp. ("ICC"), the
General Partner of the Partnership,  have evaluated the disclosure  controls and
procedures  of the  Partnership  within  90 days  prior  to the  filing  of this
quarterly report. As used herein, the term "disclosure  controls and procedures"
has the meaning given to the term by Rule 13a-14 under the  Securities  Exchange
Act of 1934, as amended  ("Exchange  Act"),  and includes the controls and other
procedures  of the  Partnership  that are  designed to ensure  that  information
required to be  disclosed by the  Partnership  in the reports that it files with
the SEC under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods specified in the SEC's rules and forms. As part of their
evaluation,  Messrs. Clarke and Martin conferred with the finance and accounting
staff of ICC and the finance and accounting  staff of ICON Holdings  Corp.,  the
parent  of  ICC.  Management  has  presented  the  results  of its  most  recent
evaluation to the Partnership's independent auditors, KPMG LLP. Based upon their
evaluation,  Messrs.  Clarke and Martin have  concluded  that the  Partnership's
disclosure  controls  and  procedures  provide  reasonable  assurance  that  the
information  required  to be  disclosed  by the  Partnership  in this  report is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's rules and forms applicable to the preparation of this report.

     There  have  been no  significant  changes  in the  Partnership's  internal
controls or in other factors that could  significantly  affect the Partnership's
internal  controls  subsequent to the evaluation  described  above  conducted by
ICC's principal executive and financial officers.



<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
September 30, 2002.

Exhibits
--------

99.1 Certification  of  Chairman  and Chief  Executive  Officer  pursuant  to 18
     U.S.C.ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
     of 2002.

99.2 Certification  of Executive  Vice  President  and  Principal  Financial and
     Accounting  Officer  pursuant to 18  U.S.C.ss.1350,  as adopted pursuant to
     Section 906 of the Sarbanes-Oxley Act of 2002.





<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.



    November 14, 2002            /s/ Thomas W. Martin
-------------------------        -----------------------------------------------
         Date                    Thomas W. Martin
                                 Executive Vice President
                                 (Principal financial and accounting officer of
                                 the Manager of the Registrant)


                              Certifications - 10-Q

I, Beaufort J.B. Clarke, certify that:

1.   I have  reviewed  this  quarterly  report  on Form  10-Q of ICON  Cash Flow
     Partners, L.P., Series E;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;


<PAGE>


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


     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated:  November 14, 2002

/s/ Beaufort J.B. Clarke
-----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
Manager of ICON Cash Flow Partners, L.P., Series E



I, Thomas W. Martin, certify that:

1.   I have  reviewed  this  quarterly  report  on Form  10-Q of ICON  Cash Flow
     Partners, L.P., Series E;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;


<PAGE>


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


3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated:  November 14, 2002

/s/ Thomas W. Martin
----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal financial and accounting officer
of the Manager of the Registrant)


<PAGE>


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

                               September 30, 2002

EXHIBIT 99-1

     I,  Beaufort  J.B.  Clarke,  Chairman and Chief  Executive  Officer of ICON
Capital Corp, the sole General Partner of ICON Cash Flow Partners L.P. Series E,
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  the Quarterly  Report on Form 10-Q for the period ended  September 30, 2002
     (the "Periodic  Report") which this  statement  accompanies  fully complies
     with the  requirements  of Section 13(a) of the Securities  Exchange Act of
     1934 (15 U.S.C. 78m) and

(2)  information  contained  in the  Periodic  Report  fairly  presents,  in all
     material  respects,  the  financial  condition and results of operations of
     ICON Cash Flow Partners L.P. Series E.

Dated:  November 14, 2002




                  /s/ Beaufort J.B. Clarke
                  --------------------------------------------------------------
                  Beaufort J.B. Clarke
                  Chairman and Chief Executive Officer
                  ICON Capital Corp.
                  Manager of ICON Cash Flow Partners L.P. Series E



<PAGE>


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

                               September 30, 2002


EXHIBIT 99-2


     I, Thomas W. Martin,  Executive  Vice  President  (Principal  Financial and
Accounting  Officer) of ICON Capital Corp, the sole General Partner of ICON Cash
Flow  Partners  L.P.  Series  E,  certify,   pursuant  to  Section  906  of  the
Sarbanes-Oxley Act of 2002, that:

(1)  the Quarterly  Report on Form 10-Q for the period ended  September 30, 2002
     (the "Periodic  Report") which this  statement  accompanies  fully complies
     with the  requirements  of Section 13(a) of the Securities  Exchange Act of
     1934 (15 U.S.C. 78m) and

(2)  information  contained  in the  Periodic  Report  fairly  presents,  in all
     material  respects,  the  financial  condition and results of operations of
     ICON Cash Flow Partners L.P. Series E.

Dated:  November 14, 2002




                    /s/ Thomas W. Martin
                    ------------------------------------------------------------
                    Thomas W. Martin
                    Executive Vice President (Principal
                    Financial and Accounting Officer)
                    ICON Capital Corp.
                    Manager of ICON Cash Flow Partners L.P. Series E