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

quarterly period ended                       March 31, 2005
                       ---------------------------------------------------------

[ ] 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)

 100 Fifth Avenue, New York, New York                       10011-1505
--------------------------------------------------------------------------------
 (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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). [ ] Yes [x] No

<PAGE>
                     ICON Cash Flow Partners, L.P., Series E
                                      Index


PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>


Item 1.  Consolidated Financial Statements

<S>                                                                                        <C>
    Consolidated Balance Sheets at March 31, 2005 (Unaudited)
      and December 31, 2004                                                                   3-4

    Consolidated Statements of Operations for the three months ended
      March 31, 2005 and 2004 (Unaudited)                                                       5

    Consolidated Statement of Changes in Partners' Equity for the three
      months ended March 31, 2005 (Unaudited)                                                   6

    Consolidated Statements of Cash Flows for the three months ended March
      31, 2005 and 2004 (Unaudited)                                                           7-8

    Notes to Consolidated Financial Statements (Unaudited)                                   9-13

Item 2.  General Partner's Discussion and Analysis of Financial Condition and
  Results of Operations                                                                     14-21

Item 3.  Quantitative and Qualitative Disclosures About Market Risk                            21

Item 4.  Controls and Procedures                                                            21-22

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                                     22

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                           22

Item 3.  Defaults Upon Senior Securities                                                       22

Item 4.  Submission of Matters to a Vote of Security Holders                                   22

Item 5.  Other Information                                                                     22

Item 6.  Exhibits                                                                              22

Signatures                                                                                     23

  Certifications                                                                            24-27

</TABLE>



                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

                    Item 1. Consolidated Financial Statements


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

                                     ASSETS


                                             (Unaudited)
                                               March 31,         December 31,
                                                 2005               2004
                                                 ----               ----


 Cash and cash equivalents                    $     272,339    $     598,455
                                              -------------    -------------

 Investments in finance leases:
    Minimum rents receivable                        372,500          617,849
    Estimated unguaranteed residual values            3,155           55,813
    Unearned income                                  (6,770)         (10,437)
    Allowance for doubtful accounts                      -           (59,094)
                                              -------------    -------------

      Net investments in finance leases             368,885          604,131
                                              -------------    -------------

 Investments in operating leases:
    Equipment, at cost                           19,207,984       19,207,984
    Accumulated depreciation                     (9,557,751)      (9,557,751)
                                              -------------    -------------

      Net investments in operating leases         9,650,233        9,650,233
                                              -------------    -------------

 Equipment held for sale, net                       850,158          852,283
 Investments in joint ventures                       52,339           57,805
                                              -------------    -------------

      Total assets                            $  11,193,954    $  11,762,907
                                              =============    =============

See accompanying notes to consolidated financial statements.


                                       3
<PAGE>
                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                           Consolidated Balance Sheets

                        LIABILITIES AND PARTNERS' EQUITY


<TABLE>
<CAPTION>


                                                            (Unaudited)
                                                             March 31,      December 31,
                                                               2005             2004
                                                               ----             ---

<S>                                                        <C>             <C>
 Notes and accrued interest payable - non-recourse         $   9,733,264   $   9,674,432
 Security deposits, deferred credits and other payables           27,793         135,917
 Due to affiliates, net                                            4,859           4,715
 Minority interest                                                24,421          25,009
                                                           -------------   -------------

    Total liabilities                                          9,790,337       9,840,073
                                                           -------------   -------------

 Commitments and Contingencies

 Partners' equity:
  General Partner                                               (505,689)       (500,496)
  Limited Partners (607,855.51 units outstanding,
     $100 per unit original issue price)                       1,909,306       2,423,330
                                                           -------------   -------------

    Total partners' equity                                     1,403,617       1,922,834
                                                           -------------   --------------

    Total liabilities and partners' equity                 $  11,193,954   $  11,762,907
                                                           =============   =============

</TABLE>

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                      Consolidated Statements of Operations
                          Three Months Ended March 31,
                                   (Unaudited)


                                                  2005           2004
                                                  ----           ----

 Revenue:
    Rental income                             $   243,717  $     236,454
    Finance income                                  3,666         20,558
    Net gain on sales of equipment                 80,199        205,400
    Loss from investments in joint ventures        (4,716)       (14,611)
    Interest income and other                       2,100          3,193
                                              -----------  -------------

      Total revenue                               324,966        450,994
                                              -----------  -------------

 Expenses:
    Depreciation                                       -         399,967
    Interest                                      283,857        313,237
    General and administrative                     32,333         48,312
    Management fees - General Partner              16,828         22,893
    Administrative expense reimbursements -
      General Partner                               6,731          9,190
    Amortization of initial direct costs               -             412
    Minority interest                                (588)        46,756
                                              -----------  -------------

      Total expenses                              339,161        840,767
                                              -----------  -------------

 Net loss                                     $   (14,195) $    (389,773)
                                              ===========  =============

 Net loss allocable to:
    Limited partners                          $   (14,053) $    (385,875)
    General Partner                                  (142)        (3,898)
                                              -----------  -------------

                                              $   (14,195) $    (389,773)
                                              ===========  =============

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

 Net loss per weighted average
  limited partnership unit                    $     (0.02) $       (0.63)
                                              ===========  =============

See accompanying notes to consolidated financial statements.


                                       5
<PAGE>
                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
              Consolidated Statement of Changes in Partners' Equity
                        Three Months Ended March 31, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>


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

<S>                                     <C>      <C>              <C>                  <C>              <C>

Balance, January 1, 2005                                   $     2,423,330    $      (500,496)    $    1,922,834

 Cash distributions to partners         $0.82    $   -            (499,971)            (5,051)          (505,022)
 Net loss                                                          (14,053)              (142)           (14,195)
                                                           ---------------    ---------------     --------------

Balance, March 31, 2005                                    $     1,909,306    $      (505,689)    $    1,403,617
                                                           ===============    ===============     ==============


</TABLE>

See accompanying notes to consolidated financial statements.

                                       6
<PAGE>
                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                      Consolidated Statements of Cash Flows
                          Three Months Ended March 31,
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                              2005            2004
                                                                              ----            ----

 Cash flows from operating activities:
<S>                                                                     <C>             <C>
    Net loss                                                            $    (14,195)   $   (389,773)
    Adjustments to reconcile net loss to
      net cash provided by operating activities:
        Rental income paid directly to lenders by lessees                   (225,000)       (225,000)
        Interest expense on non-recourse financing
          paid directly to lenders by lessees                                225,000         225,000
        Depreciation                                                              -          399,967
        Amortization of initial direct costs                                      -              412
        Net gain on sales of equipment                                       (80,199)       (205,400)
        Loss from investments in joint ventures                                4,716          14,611
        Non-cash portion of interest income and other                         (2,914)             -
        Minority interest                                                       (588)         46,756
      Changes in operating assets and liabilities:
        Collection of principal - non-financed receivables                   182,584         193,483
        Accrued interest payable                                              58,857          85,958
        Security deposits, deferred credits and other payables               (12,467)         37,728
        Deferred rental income                                                    -           95,706
        Due to affiliates, net                                                   144         (43,706)
                                                                       -------------    -------------

 Net cash provided by operating activities                                   135,938         235,742
                                                                        ------------    ------------

 Cash flows from investing activities:
    Proceeds from sales of equipment                                          42,243         206,128
    Distributions received from joint ventures                                   750             709
    Distributions to minority interest holders                                    -          (51,532)
                                                                        -----------     -------------

 Net cash provided by investing activities                                    42,993         155,305
                                                                        ------------    ------------

 Cash flows from financing activities:
    Principal payments on non-recourse debt                                      (25)        (41,617)
    Cash distributions to partners                                          (505,022)       (141,734)
                                                                        -------------   -------------

 Net cash used in financing activities                                      (505,047)       (183,351)
                                                                        -------------   -------------

 Net (decrease) increase in cash and cash equivalents                       (326,116)        207,696
 Cash and cash equivalents, beginning of the period                          598,455          80,318
                                                                        ------------    ------------

 Cash and cash equivalents, end of the period                           $    272,339    $    288,014
                                                                        ============    ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       7
<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                      Consolidated Statements of Cash Flows
                          Three Months Ended March 31,
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                     2005          2004
                                                                                     ----          ----

<S>                                                                              <C>          <C>
 Supplemental disclosure of cash flow information:
    Cash paid during the period for interest                                     $     -      $      -
                                                                                 ==========   ===========


 Supplemental disclosure of non-cash investing and financing activities:
    Rental income from operating lease paid directly to lender by lessee         $  225,000   $   225,000
                                                                                 ==========   ===========
    Principal and interest on non-recourse financing paid directly
      to lender by lessee                                                        $  225,000   $   225,000
                                                                                 ==========   ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       8
<PAGE>
                     ICON Cash Flow Partners, L.P., Series E
                   Notes To Consolidated Financial Statements
                                 March 31, 2005
                                   (Unaudited)

(1)    Basis of Presentation and Consolidation

     The  accompanying  consolidated  financial  statements  of ICON  Cash  Flow
Partners,  L.P., Series E (the  "Partnership")  have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
for interim  financial  information and pursuant to the rules and regulations of
the Securities and Exchange Commission for Form 10-Q.  Accordingly,  they do not
include all of the information and footnotes  required by accounting  principles
generally  accepted  in the United  States of  America  for  complete  financial
statements.  In the opinion of management,  all adjustments  (consisting only of
normal recurring  accruals)  considered  necessary for a fair  presentation have
been included.  These consolidated  financial statements should be read together
with  the   consolidated   financial   statements  and  notes  included  in  the
Partnership's  2004  Annual  Report on Form 10-K.  The  results  for the interim
period are not necessarily indicative of the results for the full year.

     The  consolidated   financial   statements  include  the  accounts  of  the
Partnership and its majority owned subsidiaries.  All intercompany  accounts and
transactions have been eliminated in consolidation. The Partnership accounts for
its  interests  in minority  owned  joint  ventures  under the equity  method of
accounting.  In such cases, the Partnership's  original investments are recorded
at cost and  adjusted for its share of earnings,  losses and  distributions.  In
joint ventures where the  Partnership's  ownership  interest is majority  owned,
minority  interest  represents the minority  venturer's  proportionate  share of
their equity in the joint  venture.  The  minority  interest is adjusted for the
minority venturer's share of the earnings or loss of the joint venture.

     Certain  reclassifications have been made to the accompanying  consolidated
financial  statements  for the three  months  ended  March 31,  2004 in order to
conform to the current period presentation.

(2)    Organization

     The  Partnership  was  formed  in  November  1991  as  a  Delaware  limited
partnership. The Partnership is engaged in one business segment, the business of
acquiring  equipment  subject to leases.  The  Partnership  is  currently in the
process of selling its remaining  assets in the ordinary  course of business,  a
time frame called the disposition period.

     The  Partnership's   reinvestment  period  ended  July  31,  1998  and  the
Partnership commenced its disposition period. During the disposition period, the
Partnership is distributing substantially all distributable cash from operations
and equipment sales to the partners and will 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.

     The General  Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut  corporation.  The General Partner manages and controls
the  business  affairs  of the  Partnership's  equipment  leases  and  financing
transactions  under the terms of a management  agreement  with the  Partnership.
Additionally,   the  General  Partner  has  a  1%  ownership   interest  in  the
Partnership.

                                       9
<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                   Notes To Consolidated Financial Statements
                                 March 31, 2005
                                   (Unaudited)

(2)    Organization - continued

     Profits,  losses, cash distributions and disposition proceeds are allocated
99% to the limited  partners  and 1% to the General  Partner  until each limited
partner has received cash distributions and disposition  proceeds  sufficient to
reduce  its  adjusted  capital  contribution  account  to zero and  receive,  in
addition,  other  distributions  and  allocations  which would provide a 10% per
annum  cumulative  return on their  outstanding  adjusted  capital  contribution
account. After such time, the distributions will be allocated 90% to the limited
partners and 10% to the General Partner.

(3)    Joint Ventures

     The Partnership and its affiliates,  entities managed and controlled by the
General Partner, formed five joint ventures, discussed below, for the purpose of
acquiring and managing various assets. The Partnership and these affiliates have
substantially  identical investment objectives and participate on the same terms
and conditions.  The Partnership and the other  affiliated  members of the joint
ventures have a right of first refusal to purchase the equipment,  on a pro-rata
basis,  if any of the  other  members  desire  to sell  their  interests  in the
equipment or joint venture.

     The two joint ventures  described below are majority owned and consolidated
with the Partnership.

     ICON Cash Flow Partners L.L.C.

     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. ("ICON LLC") for
the purpose of acquiring and managing a McDonnell  Douglas  MD-83  Aircraft (the
"LLC Aircraft").  The Partnership and L.P. Six acquired interests of 99% and 1%,
respectively,  in ICON LLC.  The LLC  Aircraft was leased to Aerovias de Mexico,
S.A. de C.V.  ("Aeromexico")  for $75,000 per month.  This lease expired  during
January 2005. The non-recourse debt was due at the time the lease expired,  with
a required balloon payment of approximately $9,600,000,  which was not paid. The
lessee  continued  to operate the LLC  Aircraft  and was making  monthly  rental
payments directly to the non-recourse lender in accordance with the terms of the
expired lease. The outstanding  balance of the non-recourse  debt secured by the
LLC Aircraft was  $9,733,264 at March 31, 2005. On June 14, 2005,  ICON LLC sold
the LLC  Aircraft to FINOVA  Capital  Corporation  (FINOVA) in exchange  for the
outstanding  balance of non-recourse debt owed to FINOVA.  The gain on this sale
was approximately  $180,000 of which the Partnership's  portion is approximately
$178,000.

     ICON Receivables 1997-B LLC

     The Partnership  and two  affiliates,  L.P. Six and ICON Cash Flow Partners
L.P. Seven ("L.P. Seven"),  formed ICON Receivables 1997-B L.L.C. ("1997-B") and
contributed  or  assigned  cash,  equipment  leases,   finance  receivables  and
residuals to 1997-B for the purpose of securitizing  their cash flow collections
and own 75.00%, 8.33% and 16.67% interests, respectively, in 1997-B. The General
Partner is in the process of liquidating 1997-B.

     The  three  joint  ventures  described  below  are  minority  owned  by the
Partnership and are accounted for under the equity method.

                                       10
<PAGE>
                     ICON Cash Flow Partners, L.P., Series E
                   Notes To Consolidated Financial Statements
                                 March 31, 2005
                                   (Unaudited)

(3)    Joint Ventures - continued

     ICON Cash Flow Partners L.L.C. II

     The  Partnership and an affiliate,  L.P. Six, formed a joint venture,  ICON
Cash Flow  Partners  L.L.C.  II ("LLC  II") for the  purpose  of  acquiring  and
managing  a  McDonnell  Douglas  MD-83  Aircraft  (the "LLC II  Aircraft").  The
Partnership and L.P. Six acquired interests of 1% and 99%, respectively,  in LLC
II. The LLC II Aircraft  was leased to  Aeromexico  for $75,000 per month.  This
lease expired during  January 2005.  The lessee  continues to operate the LLC II
Aircraft and is making  monthly  rental  payments  directly to the  non-recourse
lender in accordance with the terms of the expired lease. The General Partner is
having  discussions  with the lender to transfer title of the LLC II Aircraft to
the lender for the outstanding balance of the non-recourse debt.

     Information  as to  the  unaudited  results  of  operations  of  LLC  II is
summarized below:

                                                       Three Months Ended
                                                          March 31,
                                                      2005              2004
                                                 -------------    -------------
         Net loss                                $     (56,835)   $   (503,404)
                                                 ==============    ============
         Partnership's share of net loss         $        (568)   $     (5,034)
                                                 ==============  ==============

     ICON Cash Flow L.L.C. III

     The  Partnership  and an  affiliate,  L.P.  Seven,  formed  ICON  Cash Flow
Partners L.L.C. III ("LLC III") for the purpose of acquiring and managing a 1976
McDonnell  Douglas  DC-10-30 (the "LLC III  Aircraft").  The LLC III Aircraft is
leased  to World  Airways,  Inc.  Effective  September  1,  2004,  the lease was
modified to a fixed  rental of $50,000 per month plus  maintenance  reserves and
the term has been extended through  September 2006. LLC III acquired the LLC III
Aircraft by assuming non-recourse debt and utilizing contributions received from
the Partnership and L.P.  Seven.  The Partnership and L.P. Seven  contributed 1%
and 99%,  respectively  of the cash required for such  acquisition.  LLC III has
since fully repaid the non-recourse debt secured by the LLC III Aircraft.

     Information  as to the  unaudited  results  of  operations  of  LLC  III is
summarized below:

                                                       Three Months Ended
                                                           March 31,
                                                     2005              2004
                                                 -------------    -------------
         Net loss                                $     (63,885)   $     (67,941)
                                                 =============    =============
         Partnership's share of net loss         $        (638)   $        (679)
                                                 =============    =============
         Distributions                           $      75,000    $      70,944
                                                 =============    =============
         Partnership's share of distributions    $         750    $         709
                                                 =============    =============

                                       11
<PAGE>
                     ICON Cash Flow Partners, L.P., Series E
                   Notes To Consolidated Financial Statements
                                 March 31, 2005
                                   (Unaudited)

(3)    Joint Ventures - continued

     ICON Receivables 1997-A L.L.C.

     The Partnership and three affiliates, ICON Cash Flow Partners, L.P., Series
D ("Series  D"), L.P. Six and L.P.  Seven,  contributed  and assigned  equipment
leases,  finance  receivables  and  residuals  to ICON  Receivables  1997-A  LLC
("1997-A") for the purpose of securitizing their cash flow collections. At March
31, 2005, the Partnership, Series D, L.P. Six and L.P. Seven own 31.19%, 17.81%,
31.03%, and 19.97% interests, respectively, in 1997-A. The General Partner is in
the process of liquidating 1997-A.

     Information  as to  the  unaudited  results  of  operations  of  1997-A  is
summarized below:

                                                  Three Months Ended
                                                      March 31,
                                               2005              2004
                                           -------------    -------------
         Net loss                          $     (11,256)   $     (28,530)
                                           =============    =============
         Partnership's share of net loss   $      (3,510)   $      (8,898)
                                           ==============   ==============

(4)    Related Party Transactions

     In  accordance  with the  terms of the  management  agreement  between  the
Partnership and the General  Partner,  the Partnership  pays the General Partner
management  fees  ranging  from 1% to 7% based on a  percentage  of the  rentals
received  either  directly by the  Partnership  or through  joint  ventures.  In
addition, the General Partner is reimbursed for administrative expenses incurred
in connection with the Partnership's operations.

     Fees and other  expenses paid or accrued by the  Partnership to the General
Partner or its  affiliates  for the three  months ended March 31, 2005 and 2004,
respectively, were as follows:

                                                     2005              2004
                                                 -------------    -------------
         Management fees                         $      16,828    $      22,893
         Administrative expense reimbursements           6,731            9,190
                                                 -------------    -------------

            Total                                $      23,559    $      32,083
                                                 =============    =============

     At March 31, 2005, the  Partnership  had a net payable due to affiliates of
$4,859, of which $4,685 was owed the General Partner for administrative  expense
reimbursements.

                                       12
<PAGE>
                     ICON Cash Flow Partners, L.P., Series E
                   Notes To Consolidated Financial Statements
                                 March 31, 2005
                                   (Unaudited)

(5)    Recent Accounting Pronouncements

     On June 1, 2005 the Financial  Accounting  Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 154 "Accounting Changes and Error
Corrections" ("SFAS 154") which replaces Accounting Principles Board Opinion No.
20,  "Accounting  Changes"  ("APB  20") and SFAS No.  3,  "Reporting  Accounting
Changes in Interim  Financial  Statements," and changes the requirements for the
accounting  for and  reporting  of a change in  accounting  principle.  SFAS 154
requires  retrospective  application to prior periods' financial statements of a
voluntary  change in accounting  principle  unless it is  impracticable.  APB 20
previously  required  that most  voluntary  changes in  accounting  principle be
recognized by including in net income of the period of the change the cumulative
effect of changing to the new accounting  principle.  The  Partnership  does not
expect the adoption of SFAS 154 to have an impact on its consolidated  financial
position or results of operations.

     Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if currently adopted, would have a material effect on
the accompanying consolidated financial statements.

                                       13
<PAGE>
Item 2. General  Partner's  Discussion  and Analysis of Financial  Condition and
Results of Operations

     The  following is a  discussion  of our results of  operations  and current
financial  position.  This discussion should be read together with our unaudited
consolidated  financial  statements and related notes included elsewhere in this
report and the audited  consolidated  financial  statements  and  related  notes
included in our Annual Report on Form 10-K for the year ended December 31, 2004.

     As used in this  quarterly  report on Form 10-Q,  references to "we," "us,"
"our" or similar terms include ICON Cash Flow Partners,  L.P.,  Series E and its
consolidated subsidiaries.

     Forward-Looking  Information - Certain statements within this Form 10-Q may
constitute   forward-looking  statements  within  the  meaning  of  the  Private
Securities  Litigation  Reform Act of 1995.  These  statements are identified by
words  such  as  "anticipate,"   "believe,"   "estimate,"  "expects,"  "intend,"
"predict" or "project" and similar  expressions.  This  information  may involve
risks and  uncertainties  that could cause actual  results to differ  materially
from the forward-looking  statements. We believe that the expectations reflected
in such  forward-looking  statements are based on reasonable  assumptions.  Such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ  materially  from those  projected.  Any such  forward-looking
statements  are  subject to risks and  uncertainties  and our future  results of
operations   could  differ   materially  from  historical   results  or  current
expectations.  Some of these risks are  discussed in this  report,  and include,
without limitation, fluctuations in oil and gas prices; level of fleet additions
by  competitors  and  industry  overcapacity;   changing  customer  demands  for
aircraft; acts of terrorism;  unsettled political conditions,  war, civil unrest
and governmental  actions,  and environmental and labor laws. Our actual results
could  differ  materially  from  those   anticipated  by  such   forward-looking
statements due to a number of factors,  some of which may be beyond our control,
including, without limitation:

o    changes in our industry, interest rates or the general economy;

o    the degree and nature of our competition;

o    availability of qualified personnel;

o    cash flows from operating  activities may be less than our current level of
     expenses and debt obligations;

o    the financial condition of lessees; and

o    lessee defaults.

     Business Overview

     We are an  equipment  leasing  business  formed on November 7, 1991,  which
began active  operations in July 6, 1992. We primarily engage in the business of
acquiring  equipment  subject  to  lease  and,  to a  lesser  degree,  acquiring
ownership rights to items of leased equipment at lease  expiration.  Some of our
equipment leases were acquired for cash and provided current cash flow, which we
refer to as "income"  leases.  The majority of the  purchase  price of our other
equipment  leases was financed,  so these leases  generated little or no current
cash flow  because  substantially  all of the rental  payments  received  from a
lessee were paid to a lender.  For these "growth" leases, we anticipate that the
future  value of the  leased  equipment  will  exceed  the cash  portion  of the
purchase price paid for the equipment.

     We  invested  most of the net  proceeds  from  our  offering  in  items  of
equipment  subject to a lease.  After the net offering  proceeds were  invested,
additional  investments  were  made  with the cash  generated  from our  initial
investments  to the extent that cash was not needed for  expenses,  reserves and
distributions  to investors.  The  investment  in  additional  equipment in this
manner  is called  "reinvestment."  After the  "reinvestment  period,"  we began
selling our assets in the ordinary course of business during a time frame called
the "disposition  period." If we believe it would benefit  investors to reinvest
our cash flow in equipment during the disposition  period,  we may do so, but we
will not incur any  additional  fees to the General  Partner in connection  with
such reinvestments. Since July 31, 1998, we have been in our disposition period,
wherein we are seeking to sell our assets in the ordinary course of business.

                                       14
<PAGE>

     Substantially all of our recurring  operating cash flows are generated from
the  operations of the  single-investor  leases in our  portfolio.  On a monthly
basis,  we deduct  the  expenses  related  to the  recurring  operations  of the
portfolio  from such revenues and assess the amount of the remaining  cash flows
that  will be  required  to fund  known  re-leasing  or  disposition  costs  and
equipment  management  costs.  Any residual  operating cash flows are considered
available for distribution to the partners.

     Our  current  portfolio,  which we own  directly or through  joint  venture
investments with affiliates, consists primarily of the following:

     Air Transportation Industry:

     We have a 99% interest in one McDonnell Douglas MD-83 aircraft subject to a
lease with Aerovias de Mexico, S.A. de C.V. ("Aeromexico"). The base term of the
lease  with  Aeromexico  expired  in  January  2005,  but  was  continuing  on a
month-to-month  basis in  accordance  with the terms of the  lease.  On June 14,
2005, the aircraft was sold to FINOVA Capital  Corporation  (FINOVA) in exchange
for the  outstanding  balance of non-recourse  debt owed to FINOVA.  The gain on
this sale was  approximately  $180,000  of which our  portion  is  approximately
$178,000.  Our  contribution  to the original  purchase price was  approximately
$4,027,000  of  cash  and  the  assumption  of   approximately   $16,244,000  of
non-recourse debt.

     We currently own rotables for Boeing 737 and Airbus A310 aircraft. Aircraft
rotables are  replacement  spare parts that are held in inventory by an airline.
The A310 rotables can be used on either  A310-200s or A310-300s  which are being
used by over 60 operators  world-wide.  These rotables were formerly on lease to
Sabena  Technics  and are  currently  off  lease  and in the  process  of  being
remarketed.  We originally purchased the equipment for approximately  $1,600,000
in cash.

     Chemical Industry:

     We have a 25% interest in a sodium chlorate  production facility subject to
lease with EKA Chemicals,  Inc. We expect to receive two more semi-annual rental
payments  during July 2005 and January 2006 for a total of  $372,500.  The lease
will expire on July 2006, at which time title in the equipment  will pass to EKA
Chemicals, Inc. for a one dollar buy out. Our contribution to the purchase price
was  approximately  $1,403,000  in cash  and  the  assumption  of  approximately
$526,000 of non-recourse debt.

     2005 Portfolio Activity:

     McDonnell Douglas MD-83 Aircraft

     The McDonnell  Douglas MD-83 aircraft  leased to Aeromexico  expired during
January  2005.  At that time the non recourse  debt was due with a final balloon
payment of approximately  $9,600,000.  We did not make the final balloon payment
as scheduled and the debt  continued to accrue  interest at a rate of 11.83% per
year.  The lender has a security  interest in the aircraft and an  assignment of
the rental payments under the lease.  Rental  payments  continued to be made and
were being paid by the lessee  directly to the  lender.  On June 14,  2005,  the
aircraft  was sold to FINOVA  Capital  Corporation  (FINOVA) in exchange for the
outstanding balance of non-recourse debt owed to FINOVA.

                                       15
<PAGE>

     Economic and Industry Factors

     Our  results of  operations  continue to be impacted by a number of factors
influencing  the United  States of  America's  economy as well as the  equipment
leasing industry, some of which are discussed below.

     United States Economy

     The economy of the United States of America  appears to be recovering,  and
the leasing  industry's  outlook for the foreseeable  future is encouraging.  We
foresee an  increase  in capital  spending by  corporations  through  2007 which
should increase the pool of available leases,  and to that end, we believe there
will be more  opportunities  in this market.  Nonetheless,  a key obstacle still
facing the leasing  industry is the  continued  low interest  rate  environment,
which reduces  leasing  volume  inasmuch as customers are more prone to purchase
than lease.  Other factors which may negatively  affect the leasing industry are
the  proposed  legal and  regulatory  changes  that may affect tax  benefits  of
leasing and the  continued  misperception  by potential  lessees,  stemming from
Enron,  WorldCom and others,  that  leasing  should not play a central role as a
financing alternative.  However, as economic growth continues and interest rates
inevitably  begin to rise over time,  we are  optimistic  that more lessees will
return to the marketplace.

     Air Transportation Industry

     The aircraft  leasing industry has been on the downside of a business cycle
and continues to remain there.  This has resulted in depressed  sales prices for
assets such as our aircraft interests. It does not appear that the industry will
recover  significantly  in the very near future with the recent increases in the
price of gasoline and the fare wars within the air transportation  industry.  We
are optimistic that a recovery will occur within two to three years.  However, a
further  weakening of the industry  could cause the proceeds  realized  from the
future sale of our aircraft to be even less than suggested by recent appraisals.

     Chemical Manufacturing Industry

     EKA Chemicals,  Inc. is the world's  largest  producer of sodium  chlorate,
which is an integral part of the bleaching  process for wood pulp.  EKA has nine
manufacturing  plants  throughout the United States of America as well as plants
in Brazil,  Canada, Chile,  Finland,  France, Norway and Sweden. In general, the
industries that use wood pulp, paper, paperboard and pulp products are expecting
the first half of 2005 to be  positive  and demand for these  products to remain
strong throughout 2005.

     Critical Accounting Policies

     An  appreciation  of our  critical  accounting  policies  is  necessary  to
understand our financial results. These policies may require the General Partner
to make difficult and subjective  judgments  regarding  uncertainties,  and as a
result,  such  estimates may  significantly  impact our financial  results.  The
precision of these  estimates and the  likelihood of future  changes depend on a
number of underlying variables and a range of possible outcomes.  We applied our
critical accounting policies and estimation methods  consistently in all periods
presented.  We consider the following  accounting policies to be critical to our
business:

o        Lease classification and revenue recognition
o        Asset impairments
o        Depreciation

                                       16
<PAGE>
     Lease Classification and Revenue Recognition

     The equipment we lease to third  parties is classified  either as a finance
lease, a leveraged lease, or an operating lease,  which is determined based upon
the terms of each lease. Initial direct costs are capitalized and amortized over
the term of the related  lease for both a finance  lease and a leveraged  lease.
For an operating  lease, the initial direct costs are included as a component of
the cost of the equipment and depreciated.

     For finance leases, we record, at lease inception,  the total minimum lease
payments receivable from the lessee, the estimated  unguaranteed  residual value
of the equipment at lease  termination,  the initial direct costs related to the
lease and the related unearned income. Unearned income represents the difference
between the sum of the minimum  lease  payments  receivable  plus the  estimated
unguaranteed residual minus the cost of the leased equipment. Unearned income is
recognized as finance income ratably over the term of the lease.

     For leveraged leases, we record, at lease inception,  our net investment in
the equipment  which  consists of the minimum  lease  payments  receivable,  the
estimated  unguaranteed residual value of the equipment at lease termination and
the initial  direct costs related to the lease,  net of the unearned  income and
principal  and interest on the related  non-recourse  debt.  Unearned  income is
recognized  as income over the life of the lease at a constant rate of return on
the positive net investment.

     For operating leases, income is recorded as rental income and is recognized
on the straight line method over the lease term.

     Our General  Partner has an  Investment  Committee  that  approves each new
equipment  acquisition.  As part of the Committee's  process,  it determines the
residual value to be used once the  acquisition  has been approved.  The factors
considered in determining  the residual  value include,  but are not limited to,
the  creditworthiness  of the  potential  lessee,  the type of  equipment  being
considered, how the equipment is integrated into the potential lessees business,
the length of the lease and  industry in which the  potential  lessee  operates.
Residual  values are reviewed for potential  impairment  in accordance  with our
policy to review all significant assets in our portfolio.

     Asset Impairments

     The significant assets in our portfolio are periodically reviewed, at least
annually, by management, to determine whether events or changes in circumstances
indicate that the carrying value of an asset may not be recoverable.  Management
uses  qualified  third  party  appraisers  to assist in the review  process.  An
impairment loss will be recognized if the carrying amount of a long-lived  asset
is not recoverable and exceeds its fair value.  In such  circumstances,  we will
estimate  the future  cash flows  (undiscounted  and without  interest  charges)
expected  to  result  from the use of the asset  and its  eventual  disposition.
Future cash flows are the future cash  inflows  expected to be  generated  by an
asset less the future cash  outflows  expected to be  necessary  to obtain those
inflows. An impairment loss will be measured as the amount by which the carrying
amount of a long-lived asset exceeds its fair value.

     The events or changes in  circumstances  which  generally  indicate that an
asset  may be  impaired  are (i) the  estimated  fair  value  of the  underlying
equipment  is less than our  carrying  value or (ii) the lessee is  experiencing
financial difficulties and it does not appear likely that the estimated proceeds
from the  disposition  of the asset will be  sufficient to satisfy the remaining
obligation to the lender and our residual position in the asset.  Generally,  in
the latter  situation,  the residual  position  relates to equipment  subject to
third party notes payable where the lessee remits their rental payments directly
to the lender and we do not recover our residual position until the note payable
is repaid in full.

                                       17
<PAGE>
     Depreciation

     We record  depreciation  expense on  equipment  classified  as an operating
lease.  In order to calculate  depreciation  we first  determine the depreciable
equipment cost,  which is the cost less estimated  salvage value.  The estimated
salvage  value  is  our  estimate  of  the  value  of  the  equipment  at  lease
termination.  The estimated residual value is reviewed annually,  by management,
to  determine  whether an  impairment  charge may be required.  Management  uses
qualified third party  appraisers to assist in the review process.  Depreciation
expense is recorded ratably over the term of the related lease.

     New Accounting Pronouncements

     On June 1, 2005 the Financial  Accounting  Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 154 "Accounting Changes and Error
Corrections" ("SFAS 154") which replaces Accounting Principles Board Opinion No.
20,  "Accounting  Changes"  ("APB  20") and SFAS No.  3,  "Reporting  Accounting
Changes in Interim  Financial  Statements," and changes the requirements for the
accounting  for and  reporting  of a change in  accounting  principle.  SFAS 154
requires  retrospective  application to prior periods' financial statements of a
voluntary  change in accounting  principle  unless it is  impracticable.  APB 20
previously  required  that most  voluntary  changes in  accounting  principle be
recognized by including in net income of the period of the change the cumulative
effect of changing to the new accounting principle.

     Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if currently adopted, would have a material effect on
the accompanying consolidated financial statements.

     Results of Operations  for the Three Months Ended March 31, 2005 (the "2005
Quarter") and 2004 (the "2004 Quarter")

     Since July 31, 1998, we have been in our disposition  period and are in the
process of selling our assets in the ordinary  course of business.  At March 31,
2005, we have few remaining  assets.  As such,  rental income and finance income
will  decrease  over  time as  will  expenses  related  to our  assets,  such as
depreciation.  Additionally,  interest  expense should  decrease as we reach the
expiration  of leases that were  financed and we fully repay the debt.  Since we
are in the process of selling our remaining  assets,  we will be recording gains
and losses on the sales of equipment.

     Revenue  for the  2005  Quarter  and the 2004  Quarter  are  summarized  as
follows:

<TABLE>
<CAPTION>
                                                     Three Months Ended March 31,
                                             ------------------------------------------
                                                 2005          2004          Change
                                                 ----          ----          -------

<S>                                          <C>           <C>           <C>
 Total revenue                               $   324,966   $   450,994   $   (126,028)
                                             ===========   ===========   ============

 Rental income                               $   243,717   $   236,454   $      7,263
 Finance income                              $     3,666   $    20,558   $    (16,892)
 Net gain on sales of equipment              $    80,199   $   205,400   $   (125,201)
 Loss from investments in joint ventures     $    (4,716)  $   (14,611)  $      9,895
 Interest income and other                   $     2,100   $     3,193   $     (1,093)

</TABLE>

     Revenue for the 2005 Quarter  decreased by $126,028,  or 27.9%, as compared
to the 2004 Quarter.  As discussed above, we are in our disposition period and a
decrease in finance income is to be expected.  The decrease in net gain on sales
of  equipment  was due to the fact that we have fewer assets  remaining  than in
prior  periods.  The  majority of the net gain on sales of equipment in the 2004
Quarter was from one lease and totaled approximately $206,000.

                                       18
<PAGE>
     Expenses  for the 2005  Quarter  and the 2004  Quarter  are  summarized  as
follows:

<TABLE>
<CAPTION>
                                                            Three Months Ended March 31,
                                                  ------------------------------------------------
                                                        2005               2004         Change
                                                        ----               ----         ------

<S>                                               <C>                 <C>            <C>
 Total expenses                                   $        339,161    $    840,767   $   (501,606)
                                                  ================    ============   ============

 Depreciation                                     $             -     $    399,967   $   (399,967)
 Interest                                         $        283,857    $    313,237   $    (29,380)
 General and administrative                       $         32,333    $     48,312   $    (15,979)
 Management fees - General Partner                $         16,828    $     22,893   $     (6,065)
 Administrative expense reimbursements -
  General Partner                                 $          6,731    $      9,190   $     (2,459)
 Amortization of initial direct costs             $             -     $        412   $       (412)
 Minority interest                                $           (588)   $     46,756   $    (47,344)

</TABLE>


     Expenses for the 2005 Quarter  decreased  by $501,606,  or 59.7%,  over the
2004 Quarter.  As discussed  above,  the decrease in expenses is attributable to
our being in our  disposition  period  and  having  few  remaining  assets.  The
decrease  in  depreciation  was  due  to  the  General  Partner's   decision  to
discontinue  depreciation  on the Aeromexico  aircraft at October 1, 2004 due to
the net book value of the aircraft  approximating its fair value and the related
non recourse debt balance exceeding the aircraft's net book value.

     Net Loss

     As a result of the foregoing factors,  net loss in the 2005 Quarter and the
2004 Quarter was $14,195 and $389,773,  respectively.  The net loss per weighted
average number of limited  partnership  units  outstanding was $.02 and $.63 for
the 2005 Quarter and the 2004 Quarter, respectively.

     Liquidity and Capital Resources

     Sources of Cash

     We believe  that with the cash we have  currently  available  and from cash
being generated from our leases, and sales proceeds,  we have sufficient cash to
continue our operations through our liquidation period,  which we believe should
end in another six to twelve months.

     Our primary source of cash in the 2005 Quarter and the 2004 Quarter was net
cash provided by operations of $135,938 and $235,742, respectively, and from the
proceeds from sales of equipment of $42,243 and $206,128, respectively.

     Our primary  cash  outflows in the 2005  Quarter and the 2004  Quarter were
cash distributions to partners. We made distributions to limited partners in the
2005 Quarter and 2004 Quarter of $499,971 and  $140,317,  respectively.  We made
distributions  to the General  Partner in the 2005  Quarter and 2004  Quarter of
$5,051 and $1,417, respectively.

                                       19
<PAGE>
     Financings and Recourse Borrowings

     At March 31, 2005, we are a party to non-recourse  debt that expired during
January 2005 with a required balloon payment of approximately $9,600,000,  which
was not  paid.  The  lender  has a  security  interest  in the  aircraft  and an
assignment of the rental payments under the lease. Payments continued to be made
by the  lessee  directly  to the  lender on the  non-recourse  debt that was due
January  2005.  On June  14,  2005,  the  aircraft  was sold to  FINOVA  Capital
Corporation  (FINOVA) in exchange for the  outstanding  balance of  non-recourse
debt owed to FINOVA.


     We have  not made any  recourse  borrowings,  and we do not plan to rely on
financing to meet our current cash needs.

     Distributions

     Our reinvestment  period ended on July 31, 1998, and the disposition period
commenced.  During the disposition period, we will distribute  substantially all
distributable  cash from operations and equipment sales to the partners and will
continue the orderly  termination of our operations and affairs. We have not and
will not  invest in any  additional  finance  or lease  transactions  during the
disposition  period.  As a result of our entering into the  disposition  period,
future  distributions are expected to fluctuate depending on the amount of asset
sale and re-lease proceeds generated during the period.

     We do not, in the normal course of business, pay dividends. We paid monthly
distributions to our partners  beginning with their admission to the Partnership
through the termination of the operating period, which was July 31, 1998. During
March 2005,  we paid a  distribution  to our limited  partners of $499,971 and a
distribution to our general partner of $5,051.

     Commitments

     At March 31, 2005, we are a party to a  non-recourse  loan  agreement  that
expired  during  January  2005.  The lender has a security  interest  in the LLC
Aircraft and an assignment of the rental payments under the lease. Payments were
being made by the lessee  directly to the lender on the  non-recourse  debt that
was due January 2005. At March 31, 2005, the debt had an  outstanding  principal
balance of  $9,733,264.  On June 14,  2005,  the LLC Aircraft was sold to FINOVA
Capital  Corporation  (FINOVA)  in  exchange  for  the  outstanding  balance  of
non-recourse debt owed to FINOVA.

     Risks and Uncertainties

     At March 31, 2005,  except as noted above in the Business  Overview section
and listed below, we believe there were no known trends or demands, commitments,
events or  uncertainties  which  are  likely  to have a  material  effect on our
liquidity.

     Set forth below and elsewhere in this report and in other documents we file
with the Securities and Exchange  Commission  are risks and  uncertainties  that
could  cause  our  actual  results  to  differ   materially   from  the  results
contemplated  by the  forward-looking  statements  contained  in this report and
other periodic statements we make, including, but not limited to, the following:

o    The market for aircraft is currently  depressed due to an  overabundance of
     aircraft on the market  resulting from the overall downturn in the aviation
     industry  following the events of September 11, 2001.  While the market for
     these aircraft is cyclical, there can be no assurance that it will recover.
     Failure of the market to recover  significantly may result in our inability
     to  realize  our  investment  in  the  residuals  of  the  aircraft  in our
     portfolio.

o    We may face difficulty remarketing the aircraft rotables. Aircraft rotables
     are  replacement  spare parts that are held in inventory by an airline.  We
     own rotables for both the Boeing 737-300  aircraft and the Airbus aircraft.
     We believe that over time we will be able to remarket these  rotables,  but
     the  aircraft  industry  has been in an overall  down cycle and we may face
     difficulty in remarketing these assets.

                                       20
<PAGE>
     Inflation and Interest Rates

     The potential  effects of inflation on us are difficult to predict.  If the
general economy  experiences  significant rates of inflation;  however, it could
affect us in a number of ways. We do not  currently  have or expect to have rent
escalation  clauses tied to inflation in our leases.  The  anticipated  residual
values  to be  realized  upon the  sale or  re-lease  of  equipment  upon  lease
terminations (and thus the overall cash flow from our leases) may be expected to
increase with inflation as the cost of similar new and used equipment increases.

Item 3.  Qualitative and Quantitative Disclosures About Market Risk

     We, like most other companies,  are exposed to certain market risks,  which
includes changes in interest rates and the demand for equipment (and the related
residuals)  owned by us. We believe  that our  exposure to other  market  risks,
including foreign currency  exchange rate risk,  commodity risk and equity price
risk, are  insignificant,  at this time, to both our financial  position and our
results of operations.

     In general, we manage our exposure to interest rate risk by obtaining fixed
rate  debt.  The fixed  rate debt is  structured  so as to match the cash  flows
required  to service  the debt to the  payment  streams  under  fixed rate lease
receivables.  The  payments  under the leases  are  assigned  to the  lenders in
satisfaction  of the debt. We may finance  leases with a floating  interest rate
and we are therefore exposed to interest rate risk until fixed rate financing is
arranged.

Item 4.   Controls and Procedures

         Evaluation of disclosure controls and procedures

     We  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation  of  management  of  ICON  Capital  Corp.,  our  General  Partner,
including the Chief Executive Officer and the Principal Financial and Accounting
Officer,  of the  effectiveness  of the design and  operation of our  disclosure
controls  and  procedures  as of the end of the period  covered  by this  report
pursuant to the  Securities  Exchange  Act of 1934.  Based upon the  evaluation,
except as noted below, the Chief Executive  Officer and the Principal  Financial
and Accounting  Officer  concluded  that our disclosure  controls and procedures
were effective.

     While evaluating our disclosure  controls and procedures we recognized that
greater internal  controls were needed to aid in a more efficient closing of our
financial  statements,  thereby requiring  additional  skilled accounting staff.
Towards the end of the third  quarter of 2004,  the  Company  hired a new senior
vice  president  of  accounting  and the  Company  is in the  process of seeking
additional accounting staff in order to better effectuate the Company's internal
controls. We will continue to evaluate our disclosure controls and procedures to
determine their effectiveness and adequacy and will take the steps necessary, in
our opinion,  to ensure the adequacy of the  Company's  disclosure  controls and
procedures.

     In designing and  evaluating  our disclosure  controls and  procedures,  we
recognized that disclosure controls and procedures, no matter how well conceived
and operated,  can provide only  reasonable,  not absolute,  assurance  that the
objectives of the  disclosure  controls and  procedures  are met. Our disclosure
controls  and  procedures  have  been  designed  to  meet  reasonable  assurance
standards. Disclosure controls and procedures cannot detect or prevent all error
and fraud.  Some  inherent  limitations  in disclosure  controls and  procedures
include  costs of  implementation,  faulty  decision-making,  simple  error  and
mistake.  Additionally,  controls can be  circumvented by the individual acts of
some persons,  by collusion of two or more people, or by management  override of
the  controls.  The design of any system of  controls  is based,  in part,  upon
certain  assumptions about the likelihood of future events,  and there can be no
assurance  that any design will succeed in achieving  its stated goals under all
anticipated and unanticipated future conditions.  Over time, controls may become
inadequate  because of changes in conditions,  or the degree of compliance  with
established policies or procedures.

                                       21
<PAGE>

     Our General Partner's Chief Executive  Officer and Principal  Financial and
Accounting  Officer have determined that no weakness in disclosure  controls and
procedures  had any  material  effect on the accuracy  and  completeness  of the
Company's financial reporting and disclosure included in this report.

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

     In the ordinary  course of conducting  our  business,  there may be certain
claims, suits and complaints filed against us. In the opinion of management, the
outcome  of such  matters,  if any,  will  not  have a  material  impact  on our
consolidated  financial  position or results of  operations.  No material  legal
proceedings are currently pending against us or against any of our assets.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

         Not applicable.

Item 3.  Defaults Upon Senior Securities

     We are a party to non-recourse debt that was due during January 2005 with a
required  balloon payment of approximately  $9,600,000,  which was not paid. The
lender has a security  interest in an aircraft owned by the joint venture and an
assignment of the rental  payments under the lease.  Payments were being made by
the  lessee  directly  to the  lender on the  non-recourse  debt that was due in
January  2005.  On June  14,  2005,  the  aircraft  was sold to  FINOVA  Capital
Corporation  (FINOVA) in exchange for the  outstanding  balance of  non-recourse
debt owed to FINOVA.

Item 4.  Submission of Matters to a Vote of Security Holders

         No matters were submitted to a vote of security holders during the
first quarter 2005.

Item 5.  Other Information

         Not applicable.

Item 6. Exhibits

     31.1 Certification of Chairman and Chief Executive Officer.

     31.2 Certification of Executive Vice President and Principal  Financial and
          Accounting Officer.

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

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

                                       22
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Partnership  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 (Registrant)  By its General  Partner,
ICON Capital Corp.

Date: June 29, 2005             /s/ Beaufort J.B. Clarke
                                ------------------------------------------------
                                Beaufort J.B. Clarke
                                Chairman, Chief Executive Officer and Director

Date: June 29, 2005             /s/ Thomas W. Martin
                                ------------------------------------------------
                                Thomas W. Martin
                                Executive Vice President and Director
                                (Principal Financial and Accounting Officer)

                                       23
<PAGE>
Exhibit 31.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350)

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 report does not contain any untrue statement 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
     report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in  this  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 report;

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

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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 and presented in this report our conclusions  about the
          effectiveness of the disclosure  controls and procedures as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the board of directors of the General Partner
     (or persons performing the equivalent function):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of  internal   control  which  are  reasonably   likely  to
          materially  affect  the  registrant's  ability  to  record,   process,
          summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Dated:  June 29, 2005

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

                                       24
<PAGE>
Exhibit 31.2

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350)

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 report does not contain any untrue statement 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
     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
     report;

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

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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 report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure  controls and procedures as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the board of directors of the General Partner
     (or persons performing the equivalent function):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of  internal   control  which  are  reasonably   likely  to
          materially  affect  the  registrant's  ability  to  record,   process,
          summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Dated: June 29, 2005

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

                                       25
<PAGE>
Exhibit 32.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  906  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350)

I, Beaufort J.B.  Clarke,  Chairman and Chief Executive  Officer of ICON Capital
Corp., the General Partner, in connection with the Quarterly Report of ICON Cash
Flow Partners, L.P., Series E (the "Partnership") on Form 10-Q for the quarterly
period  ended  March  31,  2005,  as filed  with  the  Securities  and  Exchange
Commission  on the date  hereof (the  "Periodic  Report")  certify,  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)  the Periodic Report fully complies with the requirements of Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934; and

(2)  the information  contained in the Periodic Report fairly  presents,  in all
     material respects, the financial condition and results of operations of the
     Partnership.

Dated: June 29, 2005

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

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

The information  contained in this Exhibit 32.1 is being furnished and shall not
be deemed "filed" for the purposes of Section 18 of the Securities  Exchange Act
of 1934, as amended,  or otherwise  subject to the  liabilities of that section.
The  information  contained in this Exhibit  32.1 shall not be  incorporated  by
reference  into any  registration  statement or other  document  pursuant to the
Securities  Exchange Act of 1934, as amended,  or the Securities Act of 1933, as
amended,  except as shall be expressly  set forth by specific  reference to this
Exhibit 32.1 in such filing.

                                       26
<PAGE>

Exhibit 32.2

Principal  Executive  Officer  Certification  Pursuant  to  Section  906  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350)

I,  Thomas  W.  Martin,   Executive  Vice  President  (Principal  Financial  and
Accounting  Officer) of ICON Capital Corp., the General  Partner,  in connection
with the  Quarterly  Report  of ICON  Cash Flow  Partners,  L.P.,  Series E (the
"Partnership")  on Form 10-Q for the  quarterly  period ended March 31, 2005, as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Periodic Report") certify, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to the best of my knowledge:

(1)  the Periodic  Report fully complies with the  requirements of Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934; and

(2)  the information  contained in the Periodic Report fairly  presents,  in all
     material respects, the financial condition and results of operations of the
     Partnership.



Dated: June 29, 2005

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

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

The information  contained in this Exhibit 32.2 is being furnished and shall not
be deemed "filed" for the purposes of Section 18 of the Securities  Exchange Act
of 1934, as amended,  or otherwise  subject to the  liabilities of that section.
The  information  contained in this Exhibit  32.2 shall not be  incorporated  by
reference  into any  registration  statement or other  document  pursuant to the
Securities  Exchange Act of 1934, as amended,  or the Securities Act of 1933, as
amended,  except as shall be expressly  set forth by specific  reference to this
Exhibit 32.2 in such filing.

                                       27