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, 1997
                     -----------------------------------------------------------

[  ]    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                      33-44413
                       ---------------------------------------------------------

                     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,
                                                                     1997          1996

       Assets

<S>                                                             <C>            <C>        
Cash                                                            $  5,156,860   $ 1,203,626
                                                                ------------   -----------

Investment in finance leases
   Minimum rents receivable                                       26,039,119    31,294,210
   Estimated unguaranteed residual values                         11,173,898     11,769,952
   Initial direct costs                                              351,750       498,927
   Unearned income                                                (3,818,246)   (4,515,040)
   Allowance for doubtful accounts                                  (827,694)     (844,709)
                                                                ------------   -----------
                                                                  32,918,827    38,203,340

Investment in operating leases
   Equipment at cost                                              18,014,305    20,771,628
   Accumulated depreciation                                               -     (2,388,850)
   Initial direct costs                                                   -         81,600
                                                                ------------   -----------
                                                                  18,014,305    18,464,378

Investment in financings
   Receivables due in installments                                12,103,381    23,057,131
   Initial direct costs                                               39,701       136,330
   Unearned income                                                (1,745,608)   (3,699,855)
   Allowance for doubtful accounts                                  (269,379)     (263,231)
                                                                ------------   -----------
                                                                  10,128,095    19,230,375

Note receivable - affiliate                                        5,330,328        -
                                                                ------------   -----------

Equity investment in joint ventures                                   59,362        57,290
                                                                ------------   -----------

Other assets                                                          36,759       775,161
                                                                ------------   -----------

Total assets                                                    $ 71,644,536   $77,934,170
                                                                ============   ===========

</TABLE>

<PAGE>



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

                     Consolidated Balance Sheets (continued)

                                   (unaudited)
<TABLE>

                                                                   June 30,    December 31,
                                                                     1997          1996

       Liabilities and Partners' Equity

<S>                                                             <C>            <C>        
Notes payable - non-recourse                                    $ 29,658,000   $34,168,921
Note payable revolving credit facility                            14,817,396    13,000,000
Security deposits and deferred credits                               550,799       887,257
Accounts payable - other                                             393,409       461,109
Accounts payable to General Partner and affiliates, net               49,243       106,642
Minority interest in joint venture                                    48,563        45,724
Accounts payable - equipment                                           1,480        71,553
                                                                ------------   -----------
                                                                  45,518,890    48,741,206
Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                                  (259,063)     (228,462)
   Limited partners (609,246 and 609,446 units outstanding,
     $100 per unit original issue price in 1997 and 1996,
     respectively)                                                26,384,709    29,421,426
                                                                ------------   -----------

Total partners' equity                                            26,125,646     29,192,964
                                                                ------------   ------------

Total liabilities and partners' equity                          $ 71,644,536   $77,934,170
                                                                ============   ===========
</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,
                                          1997          1996          1997         1996
                                          ----          ----          ----         ----

Revenue
<S>                                 <C>            <C>           <C>            <C>        
   Finance income                   $    969,999   $  1,135,456  $  2,084,830   $ 2,285,567
   Interest income and other             323,323        115,109       527,205       223,996
   Net gain on sales or
     remarketing of equipment            112,999      1,348,598       327,998     1,586,797
   Income from equity
     investment in joint venture             151          1,441         4,246         2,821
   Rental income                              -         677,193       677,193     1,354,386
   Income from leveraged leases               -               -            -        200,517
                                    ------------   ------------  ------------   -----------

   Total revenues                      1,406,472      3,277,797     3,621,472     5,654,084
                                    ------------   ------------  ------------   -----------

Expenses
   Interest                              648,584        722,352     1,178,422     1,551,586
   Management fees - General Partner     206,073        275,108       474,551       606,953
   General and administrative            160,478        136,583       263,065       224,191
   Administrative expense
     reimbursement  - General Partner    111,070        136,277       248,902       295,393
   Amortization of initial direct costs   62,280        228,648       325,406       479,241
   Depreciation                               -         265,428       265,428       530,856
   Provision for bad debts                    -         200,000            -        200,000
   Minority interest in joint venture     (1,904)         1,567         2,172         3,073
                                     -----------   ------------  ------------   -----------

   Total expenses                      1,186,581      1,965,963     2,757,946     3,891,293
                                    ------------   ------------  ------------   -----------

Net income                          $    219,891   $  1,311,834  $    863,526   $ 1,762,791
                                    ============   ============  ============   ===========

Net income allocable to:
   Limited partners                 $    217,692   $  1,298,716  $    854,891   $ 1,745,163
   General Partner                         2,199         13,118         8,635        17,628
                                    ------------   ------------  ------------   -----------

                                    $    219,891   $  1,311,834  $    863,526   $ 1,762,791
                                    ============   ============  ============   ===========
Weighted average number of limited
   partnership units outstanding         609,246        609,544       609,312       609,544
                                    ============   ============  ============   ===========

Net income per weighted average
   limited partnership unit         $        .36   $       2.13  $       1.40   $      2.86
                                    ============   ============  ============   ===========
</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, 1997 and the
                  Years Ended December 31, 1996, 1995 and 1994
<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, 1993                             $  48,112,323   $   (46,440)   $ 48,065,883

Cash distributions
   to partners         $ 11.27      $ 2.48          (8,390,043)      (78,582)     (8,468,625)
Limited partnership
   units redeemed
   (728 units)                                         (48,490)           -          (48,490)
Net income                                           1,511,824        15,271       1,527,095
                                                 -------------   -----------    ------------

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
Cash distribution
   to partners         $  4.98      $ 1.40          (3,884,370)      (39,236)     (3,923,606)
Limited partnership
   units redeemed
   (200 units)                                          (7,238)           -           (7,238)
Net income                                             854,891         8,635         863,526
                                                 -------------   -----------    ------------

Balance at
   June 30, 1997                                 $  26,384,709   $  (259,063)   $ 26,125,646
                                                 =============   ===========    ============
</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>

                                                                    1997             1996
                                                                    ----             ----
Cash flows provided by operating activities:
<S>                                                            <C>              <C>         
   Net income                                                  $     863,526    $  1,762,791
                                                               -------------    ------------
   Adjustments to reconcile net income to net
     cash provided by operating activities:
     Depreciation                                                    265,428         530,856
     Rental income - assigned operating lease receivables           (677,193)       (677,193)
     Finance income portion of receivables paid directly
       to lenders by lessees                                        (647,409)     (1,024,086)
     Amortization of initial direct costs                            325,406         479,241
     Net gain on sales or remarketing of equipment                  (327,998)     (1,586,797)
     Interest expense on non-recourse financing paid
       directly by lessees                                           314,787         725,947
     Interest expense accrued on debt                                 87,142         369,823
     Collection of principal - non-financed receivables            4,981,903       4,474,388
     Income from leveraged leases, net                                   -          (200,517)
     Income from equity investment in joint venture                   (4,246)         (2,821)
     Changes in operating assets and liabilities:
       Allowance for doubtful accounts                                64,649         152,399
       Accounts payable to General Partner and affiliates, net       (57,399)         75,521
       Accounts payable - other                                      (67,700)     (1,091,955)
       Accounts receivable - affiliate                                               130,217
       Security deposits and deferred credits                       (336,458)       (188,530)
       Minority interest in joint venture                              2,839           1,877
       Other assets                                                  747,693       4,471,557
       Other, net                                                   (384,800)        (40,572)
                                                               -------------    ------------

         Total adjustments                                         4,286,644       6,599,355
                                                               -------------    ------------

         Net cash provided by operating activities                 5,150,170       8,362,146
                                                               -------------    ------------

Cash flows from investing activities:
   Proceeds from sales of equipment                               10,103,453       9,382,646
   Equipment and receivables purchased                            (3,856,613)     (6,485,280)
   Initial direct costs                                                  -           (76,732)
                                                               -------------    ------------

         Net cash provided by investing activities                 6,246,840       2,820,634
                                                               -------------    ------------

Cash flows from financing activities:
   Loans to affiliates                                           (11,280,328)            -
   Principal payments received on affiliate notes                  5,950,000             -
   Proceeds from revolving credit facility                         4,400,000         780,000
   Principal payments on revolving credit facility                (2,582,604)     (8,199,374)
   Redemption of limited partnership units                            (7,238)         (7,252)
   Cash distributions to partners                                 (3,923,606)     (3,925,152)
   Principal payments on secured financing                                -       (1,700,435)
                                                               -------------    ------------

     Net cash used in financing activities                        (7,443,776)    (13,052,213)
                                                               -------------    ------------

Net increase (decrease) in cash                                    3,953,234      (1,869,433)

Cash at beginning of period                                        1,203,626       5,826,646
                                                               -------------    ------------

Cash at end of period                                          $   5,156,860    $  3,957,213
                                                               =============    ============
</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,  1997 and 1996,  non-cash  activities
included the following:
<TABLE>

                                                                  1997               1996
                                                                  ----               ----
<S>                                                          <C>                 <C>        

Principal and interest on direct finance receivables
   paid directly to lenders by lessees                       $  3,508,518        $ 5,251,724
Rental income assigned operating lease receivable                 677,193          1,354,386
Principal and interest on non-recourse financing
   paid directly by lessees                                    (4,185,711)        (6,606,110)
                                                             ------------        -----------

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

    Interest  expense of $1,178,422 and $1,551,586 for the six months ended June
30, 1997 and 1996  consisted  of:  interest  expense on  non-recourse  financing
accrued or paid  directly  by lenders to  lessees of  $314,787  and  $1,260,363,
respectively,  interest  expense on  revolving  credit  facility of $594,313 and
$134,299,   respectively,   and  other   interest  of  $269,322  and   $156,924,
respectively.



<PAGE>



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

                   Notes to Consolidated Financial Statements

                                  June 30, 1997

                                   (unaudited)

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 1995
Annual Report on Form 10-K.

2.  Redemption of Limited Partnership Units

    The General  Partner  consented  to the  Partnership  redeeming  200 limited
partnership  units  during the six months ended June 30,  1997.  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.

3.  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.

    ICON Cash Flow LLC I

     In September 1994 the Partnership and an affiliate, ICON Cash Flow Partners
L.P. Six ("L.P. Six"), formed a joint venture, ICON Cash Flow Partners, L.L.C. I
("ICON Cash Flow LLC I"), for the purpose of acquiring  and managing an aircraft
which  was on lease to  Alaska  Airlines,  Inc.  The  Partnership  and L.P.  Six
contributed 99% and 1% of the cash required for such acquisition,  respectively,
to ICON Cash Flow LLC I. ICON Cash Flow LLC I acquired  the  aircraft,  assuming
non-recourse debt and utilizing  contributions received from the Partnership and
L.P.  Six. The lease is an operating  lease.  Profits,  losses,  excess cash and
disposition  proceeds are allocated 99% to the  Partnership  and 1% to L.P. Six.
The Partnership's  consolidated  financial statements include 100% of the assets
and liabilities of ICON Cash Flow LLC I. L.P. Six's investment in ICON Cash Flow
LLC I has been  reflected as  "Minority  interest in joint  venture."  The lease
expired in April 1997.

     In June,  1997 ICON Cash Flow LLC I remarketed  the  aircraft  (formally on
lease to Alaska Airlines,  Inc.) The aircraft was leased to Aero Mexico. The new
lease is an operating lease which expires in October 2002.



<PAGE>



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

             Notes to Consolidated Financial Statements - Continued

    ICON Cash Flow LLC 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  which was on lease to  Alaska  Airlines,  Inc.  The
Partnership  and L.P. Six  contributed  1% and 99% of the cash required for such
acquisition,  respectively,  to ICON  Cash  Flow LLC II.  ICON  Cash Flow LLC II
acquired the aircraft,  assuming  non-recourse debt and utilizing  contributions
received from the  Partnership  and L.P.  Six. The lease is an operating  lease.
Profits,  losses,  excess cash and disposition  proceeds will be allocated 1% to
the  Partnership  and 99% to L.P. Six. The General  Partner manages and controls
the business  affairs of both the  Partnership and L.P. Six. As a result of this
common control and the Partnership's  ability to influence the activities of the
joint venture,  the  Partnership's  investment in the joint venture is accounted
for under  the  equity  method.  As of June 30,  1997,  the  lease  with  Alaska
Airlines,  Inc.  was  terminated  and the  aircraft was released to Aero Mexico.
Information as to the financial  position and results of operations of ICON Cash
Flow LLC II at June 30, 1997 is summarized below:

                                           June 30, 1997

      Assets                               $ 17,363,474
                                           ============

      Liabilities                          $ 13,240,664
                                           ============

      Equity                               $  4,122,810
                                           ============

                                         Six Months Ended
                                           June 30, 1997

      Net income                           $    206,707
                                           ============

    ICON Cash Flow LLC III

    On December 31,  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.  ICON Cash Flow LLC III  acquired  the
aircraft,  assuming non-recourse debt and utilizing  contributions received from
the Partnership and L.P. Seven. The lease is a leveraged lease. Profits, losses,
excess cash and disposition proceeds are allocated 1% to the Partnership and 99%
to L.P. Seven.  The General Partner manages and controls the business affairs of
both the  Partnership and L.P. Seven. As a result of this common control and the
Partnership's  ability to influence  the  activities of the joint  venture,  the
Partnership's investment in the


<PAGE>



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

             Notes to Consolidated Financial Statements - Continued

joint venture is accounted for under the equity  method.  Information  as to the
financial  position and results of  operations of ICON Cash Flow LLC III at June
30, 1997 is summarized below:

                                                 June 30, 1997

      Assets                                      $10,538,504

      Liabilities                                 $ 8,725,163
                                                  ===========

      Equity                                      $ 1,813,341
                                                  ===========

                                                Six Months Ended
                                                 June 30, 1997

      Net income                                  $   217,872
                                                  ===========

4.   Related Party Transactions

     During the six months ended June 30, 1997 and 1996, the Partnership paid or
accrued  to the  General  Partner  management  fees of  $474,551  and  $606,953,
respectively,   and  administrative   expense  reimbursements  of  $248,902  and
$295,393, respectively, which were charged to operations.

     During the six months ended June 30, 1997 and 1996, the Partnership paid or
accrued to the General Partner acquisition fees of $0 and $76,732, respectively.

     Included in the Partnership's  acquisitions for the year ended December 31,
1996 is a financing  transaction in the amount of $5,690,161,  which  represents
the financing of free cash  resulting  from lease rental  payments being greater
than debt  payments  on a  leveraged  lease.  The  financing  is  secured by the
underlying  equipment,  a 1983 Airbus A300B4-203  aircraft currently on lease to
A.I. Leasing II, Inc.  Subsequent to this financing ICON Cash Flow Partners L.P.
Six ("L.P.  Six"),  an  affiliate  of the  Partnership,  acquired  the  residual
interest in the leveraged lease and assumed the related outstanding non-recourse
debt.  In  January,  1997  L.P.  Six  refinanced  the free cash  portion  of the
leveraged  lease  with a third  party.  As a result  of this  re-financing,  the
Partnership  received  proceeds of $5,792,043 and terminated its interest in the
leveraged lease.

     On  January  28,  1997,  the  Partnership  lent  $7,780,328  to ICON  Asset
Acquisition,  a joint venture limited liability  corporation formed by ICON Cash
Flow Partners  L.P.,  Series B (8.93%  interest),  ICON Cash Flow Partners L.P.,
Series C  (13.39%  interest)  and ICON  Cash  Flow  Partners  L.P.  Six  (77.68%
interest),  all  affiliates of the  Partnership.  The note is short term,  bears
interest  at the rate of 8% and is  expected  to be paid in full by  August  31,
1997.

     On June 5,  1997,  the  Partnership  lent  $3,500,000  to  ICON  Cash  Flow
Partners,  L.P., Series D, an affiliate of the Partnership.  The loan was in the
form of a  short-term  note,  bore  interest  at the rate of 11% and was repaid,
along with $26,370 in accrued interest, on June 30, 1997.



<PAGE>



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

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,  operating  leases,  financings and equity  investment in joint ventures
representing  54%,  29%, 17% and less than 1% of total  investments  at June 30,
1997,  respectively,  and 57%, 26%, 17% and less than 1% of total investments at
June 30, 1996, respectively.

Results of Operations

Three Months Ended June 30, 1997 and 1996

     For the three months ended June 30, 1997 and 1996, the  Partnership  leased
or  financed  equipment  with an  initial  cost of  $1,405,174  and  $1,451,940,
respectively, to 5 and 49 lessees or equipment users, respectively.

     Revenues  for the  three  months  ended  June  30,  1997  were  $1,406,472,
representing a decrease of $1,871,325 or 57% from 1996. The decrease in revenues
resulted  primarily  from a  decrease  in net gain on sales  or  remarketing  of
equipment  of  $1,235,599  or 92%, a decrease in rental  income of  $677,193,  a
decrease  in  finance  income  of  $165,457  or 15%  and a  decrease  in  equity
investment in joint  venture of $1,290 or 89% from 1996.  These  decreases  were
partially  offset by an increase in interest  income and other of $208,214.  Net
gain on sales or remarketing  of equipment  decreased in comparison to the prior
year  due  to  the  prior  year  gain  of  $997,606,  which  resulted  from  the
Partnership's  sale  of  its  investment  in  leveraged  leases.  Rental  income
decreased  due to the  Partnership's  reduced  investment  in operating  leases.
Finance income  decreased due to a decrease in the average size of the portfolio
from 1996 to 1997.  The  decrease  in income  from  equity  investment  in joint
venture  resulted  from a decrease in the average  size of the  portfolio  under
investment.  Interest  income  and other  increased  due to an  increase  in the
average cash balance from 1996 to 1997.

     Expenses  for the  three  months  ended  June  30,  1997  were  $1,186,581,
representing  a decrease of $779,382 or 40% from 1996.  The decrease in expenses
resulted primarily from a decrease in depreciation  expense of $265,428 or 100%,
a decrease  in  provision  for bad debts of  $200,000  or 100%,  a  decrease  in
amortization  of initial direct costs of $166,368 or 73%, a decrease in interest
expense of $73,768 or 10%, a decrease  in  management  fees of $69,035 or 25%, a
decrease  in  administrative  expense  reimbursements  of  $25,207  or 18% and a
decrease  in  minority  interest  in joint  venture of $3,471  from 1996.  These
decreases  were  partially  offset by an increase in general and  administrative
expense of $23,895 or 18% from 1996.  Depreciation  expense decreased due to the
Partnership's reduced investment in operating leases. 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 six months  ended June 30,  1997.  Amortization  of  initial  direct  costs,
management fees and  administrative  expense  reimbursements  decreased due to a
decrease  in the  average  size of the  portfolio  from  1996 to 1997.  Interest
expense decreased due to a decrease in the average debt outstanding from 1996 to
1997.

     Net income for the three  months  ended June 30, 1997 and 1996 was $219,891
and  $1,311,834,  respectively.  The net income  per  weighted  average  limited
partnership unit was $.36 and $2.13 for 1997 and 1996, respectively.



<PAGE>



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

Six Months Ended June 30, 1997 and 1996

     For the six months ended June 30, 1997 and 1996, the Partnership  leased or
financed   equipment  with  an  initial  cost  of  $4,927,220  and   $4,679,422,
respectively,  to 64  and 74  lessees  or  equipment  users,  respectively.  The
weighted average initial  transaction term relating to these transactions was 41
and 54 months.

     Revenues  for  the  six  months  ended  June  30,  1997  were   $3,621,472,
representing a decrease of $2,032,612 or 36% from 1996. The decrease in revenues
resulted  primarily  from a  decrease  in net gain on sales  or  remarketing  of
equipment of  $1,258,799 or 79%, a decrease in rental income of $677,193 or 50%,
a decrease  in finance  income of  $200,737  or 9% and a decrease in income from
leveraged leases of $200,517 from 1996. These decreases were partially offset by
an increase in interest  income and other of $303,209 and equity  investment  in
joint venture of $1,425 from 1996. Net gain on sales or remarketing of equipment
decreased in comparison to the prior year gain of $997,606,  which resulted from
the  Partnership's  sale of its  investment  in  leveraged  leases at that time.
Rental income decreased due to the Partnership's reduced investment in operating
leases.  Finance  income and income from  leveraged  leases  decreased  due to a
decrease in the average size of the finance and leveraged lease  portfolios from
1996 to 1997.  Interest  income and other  increased  due to an  increase in the
average cash balance from 1996 to 1997.

     Expenses  for  the  six  months  ended  June  30,  1997  were   $2,757,946,
representing a decrease of $1,133,347 or 29% from 1996. The decrease in expenses
resulted  primarily  from a decrease in  interest  expense of $373,164 or 24%, a
decrease in depreciation expense of $265,428 or 50%, a decrease in provision for
bad debts of $200,000  or 100%,  a decrease in  amortization  of initial  direct
costs of $153,835 or 32%, a decrease  in  management  fees of $132,402 or 22%, a
decrease in  administrative  expense  reimbursements of $46,491 or 16% from 1996
and a decrease in expense  related to the minority  interest in joint venture of
$901 from 1996.  These decreases were partially offset by an increase in general
and administrative  expense of $38,874 or 17%. Interest expense decreased due to
a decrease  in the  average  debt  outstanding  from 1996 to 1997.  Depreciation
expense  decreased  due to the  Partnership's  reduced  investment  in operating
leases. 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 six months ended June 30, 1997.  Amortization
of  initial   direct  costs,   management   fees  and   administrative   expense
reimbursements  decreased due to a decrease in the average size of the protfolio
from 1996 to 1997.

     Net income for the six months ended June 30, 1997 and 1996 was $863,526 and
$1,762,791,   respectively.   The  net  income  per  weighted   average  limited
partnership unit was $1.40 and $2.86 for 1997 and 1996, respectively.



<PAGE>



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

Liquidity and Capital Resources

     The  Partnership's  primary  sources of funds for the six months ended June
30,  1997 and 1996  were net cash  provided  by  operations  of  $5,150,170  and
$8,362,146,  respectively,  proceeds from sales of equipment of $10,103,453  and
$9,382,646,  respectively  and proceeds  from the revolving  credit  facility of
$4,400,000  and  $780,000,  respectively.  These  funds  were  used to  purchase
equipment,  fund  cash  distributions  and  make  payments  on  borrowings.  The
Partnership  intends to continue to purchase  additional  equipment  and 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,
1997 and 1996,  which were paid  monthly,  totaled  $3,884,371  and  $3,885,900,
respectively,  of which  $854,891  and  $1,745,163  was  investment  income  and
$3,029,480  and $2,140,737  was a return of capital,  respectively.  The monthly
annualized cash  distribution  rate to limited  partners was 12.75% for 1997 and
1996, of which 2.81% and 5.73% was  investment  income and 9.94% and 7.02% 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, 1997 and 1996 was
$6.38, of which $1.40 and $2.86 was investment  income and $4.98 and $3.52 was a
return of capital, respectively.

     The Partnership  entered into a three year revolving  credit agreement (the
"Facility") in January 1995. The maximum amount  available under the Facility is
$25,000,000 and at June 30, 1997 the  Partnership had $14,817,396  available for
borrowing and outstanding under the facility.

     Included in the Partnership's  acquisitions for the year ended December 31,
1996 is a financing  transaction in the amount of $5,690,161,  which  represents
the financing of free cash,  resulting from lease rental  payments being greater
than debt  payments  on a  leveraged  lease.  The  financing  is  secured by the
underlying  equipment,  a 1983 Airbus A300B4-203  aircraft currently on lease to
A.I. Leasing II, Inc.  Subsequent to this financing ICON Cash Flow Partners L.P.
Six ("L.P.  Six"),  an  affiliate  of the  Partnership,  acquired  the  residual
interest in the leveraged lease and assumed the related outstanding non-recourse
debt.  In  January,  1997  L.P.  Six  refinanced  the free cash  portion  of the
leveraged  lease  with a third  party.  As a result  of this  re-financing,  the
Partnership  received  proceeds of $5,792,043 and terminated its interest in the
leveraged lease.

     On  January  28,  1997,  the  Partnership  lent  $7,780,328  to ICON  Asset
Acquisition,  a joint venture limited liability  corporation formed by ICON Cash
Flow Partners  L.P.,  Series B (8.93%  interest),  ICON Cash Flow Partners L.P.,
Series C  (13.39%  interest)  and ICON  Cash  Flow  Partners  L.P.  Six  (77.68%
interest),  all  affiliates of the  Partnership.  The note is short term,  bears
interest at the rate of 8%, (the Partnership's approximate cost of funds) and is
expected to be paid in full by August 31, 1997.

     On June 5,  1997,  the  Partnership  lent  $3,500,000  to  ICON  Cash  Flow
Partners,  L.P.,  Series D, a affiliate of the Partnership.  The loan was in the
form of a short-term note, bore interest at the rate of 11% and was paid in full
on June 30, 1997.

     As of June 30, 1997,  except as noted above,  there were no known trends or
demands,  commitments,  events or  uncertainties  which  are  likely to have any
material  effect on  liquidity.  As cash is realized from  operations,  sales of
equipment and borrowings,  the Partnership  will invest in equipment  leases and
financings  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, 1997.



<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, 1997                     Gary N. Silverhardt
---------------                     --------------------------------------------
      Date                          Gary N. Silverhardt
                                    Chief Financial Officer
                                   (Principal financial and account officer of
                                    the General Partner of the Registrant)




<PAGE>