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, 1998
                     -----------------------------------------------------------

[ ] 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
--------------------------------------------------------------------------------
  (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,
                                                                     1998          1997

       Assets

<S>                                                             <C>            <C>        
Cash                                                            $  5,788,660   $ 9,460,337
                                                                ------------   -----------

Investment in finance leases
   Minimum rents receivable                                       36,203,605    21,979,203
   Estimated unguaranteed residual values                         10,288,530     7,380,296
   Initial direct costs                                               37,476       225,158
   Unearned income                                                (7,464,847)   (3,811,419)
   Allowance for doubtful accounts                                  (596,324)     (553,114)
                                                                ------------   -----------
                                                                  38,468,440    25,220,124

Investment in financings
   Receivables due in installments                                21,820,414    13,732,305
   Initial direct costs                                                  846         1,117
   Unearned income                                                (3,526,420)   (2,563,681)
   Allowance for doubtful accounts                                   (90,001)     (102,532)
                                                                ------------   -----------
                                                                  18,204,839    11,067,209
                                                                ------------   -----------

Investment in operating leases
   Equipment at cost                                              20,707,984    20,707,984
   Accumulated depreciation                                       (3,261,146)   (2,864,469)
                                                                ------------   -----------
                                                                  17,446,838    17,843,515

Equity investment in joint ventures                                1,611,353     1,556,123
                                                                ------------   -----------

Accounts receivable from General Partner and affiliates, net            -            7,104

Other assets                                                         618,379     1,762,605
                                                                ------------   -----------

Total assets                                                    $ 82,138,509   $66,917,017
                                                                ============   ===========
</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,
                                                                     1998          1997

       Liabilities and Partners' Equity

<S>                                                             <C>            <C>        
Notes payable - non-recourse                                    $ 31,310,191   $25,172,064
Note payable - warehouse facility                                 26,078,812    16,100,870
Security deposits and deferred credits                             2,489,140       675,412
Minority interest in joint venture                                 1,458,005       854,129
Accounts payable - other                                             333,581       424,848
Accounts payable to General Partner and affiliates, net              241,076         -
Accounts payable - equipment                                          52,647         -
                                                                ------------   ----------
                                                                  61,963,452    43,227,323

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                                  (318,367)     (283,244)
   Limited partners (608,346 and 608,446 units outstanding,
     $100 per unit original issue price in 1998 and 1997,
     respectively)                                                20,493,424    23,972,938
                                                                ------------   -----------

Total partners' equity                                            20,175,057    23,689,694
                                                                ------------   -----------

Total liabilities and partners' equity                          $ 82,138,509   $66,917,017
                                                                ============   ===========

</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,
                                         1998          1997           1998           1997
                                         ----          ----           ----           ----

Revenue
<S>                                 <C>            <C>           <C>            <C>        
   Finance income                   $  1,030,909   $    969,999  $  2,408,925   $ 2,084,830
   Rental income                         631,962           -        1,217,700       677,193
   Income from equity
     investment in joint venture         171,572            151       289,851         4,246
   Interest income and other             128,855        323,323       262,963       527,205
   Net gain on sales or
     remarketing of equipment                701        112,999       271,047       327,998
                                    ------------   ------------  ------------   -----------

   Total revenues                      1,963,999      1,406,472     4,450,486     3,621,472
                                    ------------   ------------  ------------   -----------

Expenses
   Interest                              818,271        648,584     1,837,404     1,178,422
   Depreciation                          291,581             -        396,677       265,428
   Management fees - General Partner     266,590        206,073       699,284       474,551
   General and administrative            153,714        160,478       243,853       263,065
   Administrative expense
     reimbursement  - General Partner    148,884        111,070       357,854       248,902
   Minority interest in joint venture     80,948         (1,904)      111,743         2,172
   Amortization of initial direct costs   24,450         62,280       198,423       325,406
   Provision for bad debts                  -              -          200,000          -
                                    ------------   ------------  ------------   -----------
   Total expenses                      1,784,438      1,186,581     4,045,238     2,757,946
                                    ------------   ------------  ------------   -----------

Net income                          $    179,561   $    219,891  $    405,248   $   863,526
                                    ============   ============  ============   ===========

Net income allocable to:
   Limited partners                 $    177,765   $    217,692  $    401,196   $   854,891
   General Partner                         1,796          2,199         4,052         8,635
                                    ------------   ------------  ------------   -----------
                                    $    179,561   $    219,891  $    405,248   $   863,526
                                    ============   ============  ============   ===========
Weighted average number of limited
   partnership units outstanding         608,346        609,246       608,363       609,312
                                    ============   ============  ============   ===========

Net income per weighted average
   limited partnership unit         $        .29   $        .36  $        .66   $      1.40
                                    ============   ============  ============   ===========
</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, 1998 and the
                  Years Ended December 31, 1997, 1996 and 1995

                                   (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, 1994                                $ 41,185,614   $  (109,751)   $ 41,075,863

Cash distributions
  to partners             $ 10.17    $   2.58        (7,773,082)      (78,512)     (7,851,594)

Limited partnership
  units redeemed
  (45 units)                                             (2,370)           -           (2,370)

Net income                                            1,569,944        15,858       1,585,802
                                                   ------------   -----------    ------------

Balance at
  December 31, 1995                                  34,980,106      (172,405)     34,807,701

Cash distribution
  to partners             $  9.11    $   3.64        (7,771,164)      (78,496)     (7,849,660)

Limited partnership
  units redeemed
  (193 units)                                            (8,960)            -          (8,960)

Net income                                            2,221,444        22,439       2,243,883
                                                   ------------   -----------    ------------

Balance at
  December 31, 1996                                  29,421,426      (228,462)     29,192,964




                                                                      (continued on next page)
</TABLE>


<PAGE>


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

       Consolidated Statements of Changes in Partners' Equity (Continued)

                 For the Six Months Ended June 30, 1998 and the
                  Years Ended December 31, 1997, 1996 and 1995

                                   (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>        
Cash distribution
  to partners             $  8.90    $   3.85        (7,768,316)      (78,468)     (7,846,784)

Limited partnership
  units redeemed
  (1,000 units)                                         (25,071)            -         (25,071)

Net income                                            2,344,899        23,686       2,368,585
                                                   ------------   -----------    ------------

Balance at
  December 31, 1997                                  23,972,938      (283,244)     23,689,694

Cash distributions
  to partners             $  5.72    $    .66        (3,878,314)      (39,175)     (3,917,489)

Limited partnership
  units redeemed
  (100 units)                                            (2,394)            -          (2,394)

Net income                                              401,196         4,052         405,248
                                                   ------------   -----------    ------------

Balance at
  June 30, 1998                                    $ 20,493,424   $  (318,367)   $ 20,175,057
                                                   ============   ===========    ============


</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>

                                                                    1998             1997
                                                                    ----             ----
Cash flows provided by operating activities:
<S>                                                            <C>              <C>         
   Net income                                                  $     405,248    $    863,526
                                                               -------------    ------------
   Adjustments to reconcile net income to net
     cash provided by operating activities:
     Depreciation                                                    396,677         265,428
     Rental income - assigned operating lease receivables         (1,217,700)       (677,193)
     Finance income portion of receivables paid directly
       to lenders by lessees                                        (783,797)       (647,409)
     Amortization of initial direct costs                            198,423         325,406
     Net gain on sales or remarketing of equipment                  (271,047)       (327,998)
     Interest expense on non-recourse financing paid
       directly by lessees                                         1,017,110         314,787
     Interest expense accrued on debt                                  -              87,142
     Collection of principal - non-financed receivables            3,388,793       4,981,903
     Income from equity investment in joint venture                 (289,851)         (4,246)
     Distribution from investment in joint venture                   254,895            -
     Changes in operating assets and liabilities:
       Allowance for doubtful accounts                                30,679          64,649
       Accounts receivable - affiliate                                 7,104            -
       Other assets                                                1,133,576         747,693
       Security deposits and deferred credits                      1,813,728        (336,458)
       Minority interest in joint venture                            603,876           2,839
       Accounts payable - other                                      (91,267)        (67,700)
       Accounts payable to General Partner and affiliates, net       241,076         (57,399)
       Other, net                                                    (37,686)       (384,800)
                                                               -------------    ------------

         Total adjustments                                         6,394,589       4,286,644
                                                               -------------    ------------

         Net cash provided by operating activities                 6,799,837       5,150,170
                                                               -------------    ------------

Cash flows from investing activities:
   Proceeds from sales of equipment                                1,332,911      10,103,453
   Equipment and receivables purchased                           (17,842,210)     (3,856,613)
   Investment in joint venture                                       (20,274)                -
                                                               -------------    --------------

         Net cash provided by (used in) investing activities     (16,529,573)      6,246,840
                                                               -------------    ------------

                                                                      (continued on next page)
</TABLE>


<PAGE>


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

                Consolidated Statements of Cash Flows (Continued)

                        For the Six Months Ended June 30,

                                   (unaudited)
<TABLE>

                                                                    1998             1997
                                                                    ----             ----

Cash flows from financing activities:
<S>                                                                 <C>           <C>
   Loans to affiliates                                                -          (11,280,328)
   Principal payments received on affiliate notes                     -            5,950,000
   Proceeds from warehouse credit line                            15,187,893          -
   Principal payments on warehouse credit line                    (5,209,951)         -
   Proceeds from revolving credit facility                            -            4,400,000
   Principal payments on revolving credit facility                    -           (2,582,604)
   Redemption of limited partnership units                            (2,394)         (7,238)
   Cash distributions to partners                                 (3,917,489)     (3,923,606)
   Principal payments on secured financing                            -               -
                                                               -------------    ------------

     Net cash provided by (used in) financing activities           6,058,059      (7,443,776)
                                                               -------------    ------------

Net increase (decrease) in cash                                   (3,671,677)      3,953,234

Cash at beginning of period                                        9,460,337       1,203,626
                                                               -------------    ------------

Cash at end of period                                          $   5,788,660    $  5,156,860
                                                               =============    ============

</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 six  months  ended June 30,  1998 and 1997,  non-cash  activities
included the following:
<TABLE>

                                                                  1997               1996
                                                                  ----               ----

Principal and interest on direct finance receivables
<S>                                                          <C>                 <C>        
   paid directly to lenders by lessees                       $  6,934,383        $ 3,508,518
Rental income assigned operating lease receivable               1,217,700            677,193
Principal and interest on non-recourse financing
   paid directly by lessees                                    (8,152,083)        (4,185,711)

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

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

    Interest  expense of $1,837,404 and $1,178,422 for the six months ended June
30, 1998 and 1997  consisted  of:  interest  expense on  non-recourse  financing
accrued or paid  directly  by lenders to  lessees of  $1,017,110  and  $314,787,
respectively,  interest  expense  on  warehouse  credit  line  of  $820,294  and
$594,313, respectively, and other interest of $0 and $269,322, respectively.


<PAGE>


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

                   Notes to Consolidated Financial Statements

                                  June 30, 1998

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  represented  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 1997
Annual Report on Form 10-K.

2.    Disposition Period

     The  Partnership's   Reinvestment   Period  ends  on  July  31,  1998.  The
Disposition  Period begins on August 1, 1998 and is expected to continue through
February 1, 2001. During the Disposition  Period the Partnership will distribute
cash  from  operations  and  sales in excess  of its  reserve  requirements  and
anticipated  obligations.  The  Partnership  will  not  reinvest  in any  leased
equipment during the Disposition Period.

3.    Redemption of Limited Partnership Units

      The  General  Partner  consented  to  the  Partnership  redeeming  limited
partnership  units  during the six months ended June 30,  1998.  The  redemption
amount was  calculated  following  the specified  redemption  formula as per the
Partnership agreement.  Redeemed units have no voting rights and do not share in
distributions. The Partnership agreement limits the number of units which can be
redeemed  in any one year  and  redeemed  units  may not be  reissued.  Redeemed
limited partnership units are accounted for as a reduction from partners equity.

4.  Investment in Joint Ventures

      The  Partnership  Agreement  allows  the  Partnership  to  invest in joint
ventures  with other  limited  partnerships  sponsored  by the  General  Partner
provided that the  investment  objectives of the joint  ventures are  consistent
with that of the Partnership.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

    ICON Cash Flow L.L.C. I

    In September 1994 the Partnership and an affiliate,  ICON Cash Flow Partners
L.P. Six ("L.P. Six"), formed a joint venture, ICON Cash Flow Partners, L.L.C. I
("ICON Cash Flow LLC I"), for the purpose of acquiring and managing an aircraft.
The  Partnership  and L.P. Six  contributed  99% and 1% of the cash required for
such  acquisition,  respectively,  to ICON  Cash  Flow LLC I. The  Partnership's
consolidated  financial statements include 100% of the assets and liabilities of
ICON Cash Flow LLC I.

    ICON Cash Flow L.L.C. II

    In March 1995 the  Partnership  and 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.  The  Partnership  and L.P. Six  contributed 1% and 99% of the cash
required for such acquisition, respectively, to ICON Cash Flow LLC II.

     Information  as  to  the  unaudited   financial  position  and  results  of
operations of ICON LLC II at June 30, 1998 is summarized below:

                                                  June 30, 1998

                   Assets                         $ 16,873,018
                                                  ============

                   Liabilities                    $ 11,931,872
                                                  ============

                   Equity                         $  4,941,146
                                                  ============

                                                Six Months Ended
                                                  June 30, 1998

                   Net income                     $    272,762
                                                  ============


    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 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  Partnership  and  L.P.  Seven
contributed 1% and 99% of the cash required for such acquisition,  respectively,
to ICON Cash Flow LLC III.



<PAGE>


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

                    Notes to Consolidated Financial Statements - Continued

Information as to the unaudited  financial position and results of operations of
ICON LLC III at June 30, 1998 is summarized below:

                                         June 30, 1998

          Assets                         $ 13,636,998
                                         ============

          Liabilities                    $ 11,379,538
                                         ============

          Equity                         $  2,257,460
                                         ============

                                       Six Months Ended
                                         June 30, 1998

          Net income                     $    223,952
                                         ============

     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 (collectively the
"1997-A  Members"),   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  new leases,
managing  existing   contributed  assets  and,   eventually,   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.

     Information  as  to  the  unaudited   financial  position  and  results  of
operations of 1997-A at June 30, 1998 is summarized below:

                                                   June 30, 1998

                    Assets                         $ 41,416,082
                                                   ============

                    Liabilities                    $ 35,235,264
                                                   ============

                    Equity                         $  6,180,818
                                                   ============

                                                 Six Months Ended
                                                   June 30, 1998

                    Net income                     $    915,589
                                                   ============



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

      ICON Receivables 1997-B L.L.C.

      In August 1997 the Partnership, L.P. Six and L.P. Seven (collectively, the
"1997-B  Members") formed ICON  Receivables  1997-B L.L.C.  ("1997-B"),  for the
purpose of  originating  lease  transactions  and  ultimately  securitizing  its
portfolio.  On  July  30,  1998,  1997-B  securitized  substantially  all of its
equipment  leases and finance  receivables and residuals.  The net proceeds from
the  securitization  totaled  $40,806,901,  of which $30,930,921 was used to pay
down the 1997-B's debt, and the remaining proceeds,  after establishing reserves
for expenses,  were  distributed to the 1997-B Members based on their respective
interests.  1997-B became the beneficial  owner of a trust.  The trustee for the
trust is Manufacturers  and Traders Trust Company  ("M&T").  In conjunction with
this  securitization,  the portfolio as well as the General Partner's  servicing
capabilities were rated by Duff & Phelps and Fitch,  both nationally  recognized
rating agencies.  The General Partner, as servicer, is responsible for managing,
servicing,  reporting on and  administering  the  portfolio.  1997-B  remits all
monies  received from the portfolio to M&T. M&T is responsible for disbursing to
the noteholders their respective principal and interest and to 1997-B the excess
of cash  collected  over debt service  from the  portfolio.  The 1997-B  Members
receive  their pro rata share of any excess cash on a monthly basis from 1997-B.
The Partnership's  consolidated  financial statements include 100% of the assets
and liabilities of 1997-B,  while L.P. Six and L.P. Seven's  minority  interests
have been reflected as a liability on the consolidated balance sheets.

5.   Related Party Transactions

     During the six months ended June 30, 1998 and 1997, the Partnership paid or
accrued  to the  General  Partner  management  fees of  $699,284  and  $474,551,
respectively,   and  administrative   expense  reimbursements  of  $357,854  and
$248,902, respectively, which were charged to operations.

     For the six months  ended June 30, 1998 and 1997 no  acquisition  fees were
paid or accrued by the Partnership.



<PAGE>


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

                                  June 30, 1998

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 equity investment in joint ventures
representing  51%,  24%,  23%,  and 2% of total  investments  at June 30,  1998,
respectively,  and 54%, 17%, 29% and less than 1% of total  investments  at June
30, 1997, respectively.

Results of Operations

Three Months Ended June 30, 1998 and 1997

     For the three months ended June 30, 1998 and 1997, the  Partnership  leased
or  financed  equipment  with an initial  cost of  $15,136,793  and  $1,405,174,
respectively, to 44 and 5 lessees or equipment users, respectively. The weighted
average initial  transaction  term relating to these  transactions was 47 and 65
months.

     Revenues  for the  three  months  ended  June  30,  1998  were  $1,963,399,
representing  an  increase  of  $557,527  or 39.6% from 1998.  The  increase  in
revenues  resulted  primarily  from an increase in rental  income of $631,962 or
100%, an increase in income from equity  investment in joint venture of $171,421
and an increase in finance income of $60,910 or 6.3% from 1997.  These increases
were partially  offset by a decrease in interest income and other of $194,468 or
66.2%  and a  decrease  in net gain on  sales or  remarketing  of  equipment  of
$112,298 or 99.4%.  Rental income  increased due to the release of the operating
equipment to a new lessee.  The original operating lease came off lease in March
1997.  The  equipment  was released in 1997 under new terms.  Income from equity
investment  in  joint  venture  increased  due  to the  Partnership's  increased
investment in these ventures. Finance income increased due to an increase in the
average  size of the  portfolio  from  1997  to  1998.  Net  gain  on  sales  or
remarketing  of equipment  decreased  from 1997 to 1998 due to a decrease in the
number of leases maturing and the underlying equipment being sold or remarketed,
for which the proceeds  received were in excess of the average carrying value of
the  equipment.  Interest  income and other  decreased  due to a decrease in the
average cash balance from 1997 to 1998 and a decrease in late charges received.

     Expenses  for the  three  months  ended  June  30,  1998  were  $1,784,438,
representing  an  increase  of  $597,857  or 50.4% from 1997.  The  increase  in
expenses resulted primarily from an increase in depreciation expense of $291,581
or 100%,,  an increase in interest  expense of $169,687 or 26.2%, an increase in
minority  investment in joint venture of $82,852, an increase in management fees
of $60,517 or 29.4% and an increase in  administrative  reimbursement of $37,814
or 34.1% from 1997.  These  increases  were  partially  offset by a decrease  in
amortization  of initial  directs  costs of  $37,830 or 60.8% and a decrease  in
general and  administrative  expenses of $6,764 or 4.2% from 1997.  Depreciation
expense increased due to the release of the operating equipment to a new lessee.
The original  operating  lease came off lease in March 1997.  The  equipment was
released in 1997 under new terms. Interest expense increased due to an increase
in the average  outstanding debt from 1997 to 1998.  Minority  interest in joint
venture  increased  due to the increase in income  related to the  Partnership's
consolidated  investment in a joint venture.  Management fees and administrative
expense  reimbursement  increased  due to an increase in the average size of the
portfolio from 1997 to 1998.  Amortization  of indirect costs decreased due to a
decrease in the portfolio of leases which are subject to initial  indirect costs
from 1997 to 1998. As a result of an analysis of  delinquency,  an assessment of
overall risk and a review of historical  loss  experience it was determined that
no  provision  for bad debts was  required  for the three  months ended June 30,
1998.

     Net income for the three  months  ended June 30, 1998 and 1997 was $179,561
and  $219,891,  respectively.  The  net  income  per  weighted  average  limited
partnership unit was $.29 and $.36 for 1998 and 1997, respectively.

<PAGE>


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

                                  June 30, 1998

Six Months Ended June 30, 1998 and 1997

     For the six months ended June 30, 1998 and 1997, the Partnership  leased or
financed   equipment  with  an  initial  cost  of  $31,167,958  and  $4,927,220,
respectively,  to 137 and 64  lessees  or  equipment  users,  respectively.  The
weighted average initial  transaction term relating to these transactions was 50
and 41 months, respectively.

     Revenues  for  the  six  months  ended  June  30,  1998  were   $4,450,486,
representing  an  increase  of  $829,014  or 22.9% from 1997.  The  increase  in
revenues  resulted  primarily  from an increase in rental  income of $540,507 or
79.8%, an increase in finance income of $324,095 or 15.6%, an increase in income
from equity  investment in joint ventures of $285,605 or 67.3% from 1997.  These
increases  were partially  offset by a decrease in interest  income and other of
$264,242 or 50% and a decrease in net gain on sales or  remarketing of equipment
of  $56,951  from  1997.  Rental  income  increased  due to the  release  of the
operating equipment to a new lessee. The original operating lease came off lease
in March 1997.  The  equipment  was  released  in 1997 under new terms.  Finance
income  increased  due to an increase in the average  size of the finance  lease
portfolios  from 1997 to 1998.  Income from equity  investment  in joint venture
increased  due to the  Partnership's  increased  investment  in these  ventures.
Interest  income and other  decreased  due to a  decrease  in the  average  cash
balance  from  1997 to  1998.  Net gain on sales  or  remarketing  of  equipment
decreased  from  1997 to 1998 was due to a  decrease  in the  number  of  leases
maturing and the underlying  equipment  being sold or remarketed,  for which the
proceeds received were in excess of the average carrying value of the equipment.

     Expenses  for  the  six  months  ended  June  30,  1998  were   $4,045,238,
representing  an  increase of  $1,287,292  or 46.7% from 1997.  The  increase in
expenses resulted  primarily from an increase in interest expense of $658,982 or
55.9%,  an increase  in  management  fees of  $224,733 or 47.4%,  an increase in
provision for bad debts of $200,000 or 100%, an increase in depreciation expense
of $131,249 or 49.5%, an increase in expense related to the minority interest in
joint   venture  of  $109,571   and  an  increase  in   administrative   expense
reimbursements  of $108,952 or 43.8% from 1997.  These  increases were partially
offset by an decrease in  amortization  of initial directs of $126,983 or 39.0%,
and a  decrease  in  general  and  administrative  expense  of  $19,212 or 7.3%.
Interest  expense  increased due to an increase in the average debt  outstanding
from 1997 to 1998.  Management  fees and  administrative  expense  reimbursement
increased due to an increase in the average size of the  portfolio  from 1997 to
1998. As a result of an analysis of  delinquency,  an assessment of overall risk
and a review of historical loss experience, it was determined that an additional
provision  for bad debts was  required for the six months ended June 30, 1998 in
the amount of $200,000. Depreciation expense increased due to the release of the
operating equipment to a new lessee. The original operating lease came off lease
in March 1997.  The  equipment  was released in 1997 under new terms.  Minority
investment in joint venture  increased due to the increase in income  related to
the Partnership's  consolidated  investment in a joint venture.  Amortization of
initial  directs  costs  decreased  due to a decrease in the portfolio of leases
that are  subject  to initial  indirect  costs  from 1997 to 1998.  General  and
administrative expenses decreased primarily due to a reduction in a bank service
fees from 1997 to 1998.

     Net income for the six months ended June 30, 1998 and 1997 was $405,248 and
$863,526,  respectively. The net income per weighted average limited partnership
unit was $.66 and $1.40 for 1998 and 1997, respectively.


<PAGE>


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

                                  June 30, 1998

Liquidity and Capital Resources

     The  Partnership's  primary  sources of funds for the six months ended June
30,  1998 and 1997  were net cash  provided  by  operations  of  $6,799,837  and
$5,150,170,  respectively,  proceeds from sales of equipment of  $1,332,911  and
$10,103,453,  respectively  ,  proceeds  from the  warehouse  line of  credit of
$15,187,893  in  1998  and  proceeds  from  the  revolving  credit  facility  of
$4,400,000  in 1997.  These  funds were used to  purchase  equipment,  fund cash
distributions  and make  payments  on  borrowings.  The  Partnership  intends to
continue to fund cash  distributions  utilizing  cash provided by operations and
proceeds from sales of equipment.

     Cash  distributions  to limited  partners for the six months ended June 30,
1998 and 1997,  which were paid  monthly,  totaled  $3,878,314  and  $3,884,371,
respectively,   of  which  $401,195  and  $854,891  was  investment  income  and
$3,477,119  and $3,029,480  was a return of capital,  respectively.  The monthly
annualized cash  distribution  rate to limited  partners was 12.75% for 1998 and
1997, of which 1.32% and 2.81% was investment  income and 11.43% and 9.94% 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, 1998 and 1997 was
$6.38,  of which $.66 and $1.40 was investment  income and $5.72 and $4.98 was a
return of capital, respectively.

        The   Partnership's   Reinvestment   Period  ends  July  31,  1998.  The
Disposition  Period  begins  August 1, 1998 and is expected to continue  through
July 31, 2003.  During the Disposition  Period the  Partnership  will distribute
cash  from  operations  and  sales in excess  of its  reserve  requirements  and
anticipated  obligations.  Once the Partnership  enters 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.  The
Partnership  will not reinvest in any leased  equipment  during the  Disposition
Period.

     As of June 30, 1998,  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,  sales of
equipment and borrowings,  the Partnership  will invest in equipment  leases and
financings,  through the end of the Reinvestment Period, where it deems it to be
prudent while  retaining  sufficient cash to meet its reserve  requirements  and
recurring obligations as they become due.


<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, 1998.


<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 14, 1998                     /s/ Gary N. Silverhardt
---------------                     --------------------------------------------
     Date                           Gary N. Silverhardt
                                    Chief Financial Officer
                                    (Principal financial and account officer of
                                      the General Partner of the Registrant)





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