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, 2002
                     -----------------------------------------------------------

[  ] ransition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

For the transition period from                          to
                               ------------------------    ---------------------

Commission File Number                         0-27912
                       ---------------------------------------------------------

                     ICON Cash Flow Partners, L.P., Series E
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


    Delaware                                           13-3635208
--------------------------------------------------------------------------------
(State or other jurisdiction of          (IRS Employer Identification Number)
incorporation or organization)


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


                                 (212) 418 -4700
--------------------------------------------------------------------------------
               Registrant's telephone number, including area code



     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                                 [ x ] Yes     [   ] No


<PAGE>


PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

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

                           Consolidated Balance Sheets

                                   (unaudited)

                                                      June 30,     December 31,
                                                        2002          2001
                                                        ----          ----

       Assets

Cash and cash equivalents                          $    486,056    $  1,363,922
                                                   ------------    ------------

Investment in finance leases
   Minimum rents receivable                           3,538,247       7,249,182
   Estimated unguaranteed residual values             4,482,907       5,073,140
   Unearned income                                     (312,530)       (746,315)
   Allowance for doubtful accounts                   (2,328,318)     (1,888,318)
                                                   ------------    ------------

                                                      5,380,306       9,687,689

Investment in operating leases
   Equipment, at cost                                21,540,681      21,554,842
   Accumulated depreciation                          (6,710,062)     (5,708,777)
                                                   ------------    ------------

                                                     14,830,619      15,846,065

Investment in financings
   Receivables due in installments                    4,426,074       6,843,252
   Unearned income                                     (165,982)       (413,030)
   Allowance for doubtful accounts                   (1,411,892)     (1,214,557)
                                                   ------------    ------------

                                                      2,848,200       5,215,665

Investments in unconsolidated joint ventures            151,729         166,692
                                                   ------------    ------------

Other assets                                            212,604         503,591
                                                   ------------    ------------

Total assets                                       $ 23,909,514    $ 32,783,624
                                                   ============    ============




                                                     (continued on next page)


<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                   (unaudited)

                                                    June 30,       December 31,
                                                      2002            2001
                                                      ----            ----

       Liabilities and Partners' Equity

Notes payable - non-recourse                       $  13,732,950   $ 21,862,616
Security deposits, deferred credits and
  other payables                                       3,324,551      2,132,052
Minority interests in consolidated
  joint ventures                                          62,831        174,672
                                                   -------------   ------------

                                                      17,120,332     24,169,340
                                                   =============   ============

Commitments and Contingencies

Partners' equity (deficiency)
  General Partner                                       (451,863)      (433,582)
  Limited partners (607,856 units
   outstanding, $100 per unit original
   issue price in 2002 and 2001, respectively)         7,241,045      9,047,866
                                                   -------------   ------------

Total partners' equity                                 6,789,182      8,614,284
                                                   -------------   ------------

Total liabilities and partners' equity             $  23,909,514   $ 32,783,624
                                                   =============   ============











See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Operations

                                   (unaudited)

<TABLE>
                                                           For the Three Months          For the Six Months
                                                              Ended June 30,               Ended June 30,
                                                            2002         2001           2002           2001
                                                            ----         ----           ----           ----
Revenues
<S>                                                  <C>             <C>            <C>            <C>
Rental income                                        $     701,907   $     639,001  $   1,396,825  $   1,254,001
Finance income                                             228,309         726,227        570,601      1,518,504
   Gain (loss) on sales of equipment                         4,801          27,039        (75,283)        55,629
   Loss from investments in
     unconsolidated joint ventures                          (8,659)       (254,645)       (14,963)      (267,387)
Interest income and other                                      302          30,584         12,293         62,912
                                                     -------------   -------------  -------------  -------------

   Total revenues                                          926,660       1,168,206      1,889,473      2,623,659
                                                     -------------   -------------  -------------  -------------

Expenses
   Depreciation                                            483,969         188,803      1,009,939        335,606
   Interest                                                266,621         608,442        706,260      1,269,202
   General and administrative                              205,613         194,693        375,375        368,732
   Management fees - General partner                        96,498         148,788        206,682        285,372
   Administrative expense reimbursements -
     General Partner                                        49,188          86,365        112,905        169,588
   Minority interest (income)
     in consolidated joint ventures                       (120,371)        (45,352)      (111,840)       (75,055)
   Provision for bad debts                                 440,000         150,000        440,000        275,000
                                                     -------------   -------------  -------------  -------------

   Total expenses                                        1,421,518       1,331,739      2,739,321      2,628,445
                                                     -------------   -------------  -------------  -------------

Net loss                                             $    (494,858)  $    (163,533) $    (849,848) $      (4,786)
                                                     =============   =============  =============  ==============

Net loss allocable to:
   Limited partners                                  $    (489,909)  $    (161,898) $    (841,350) $      (4,738)
   General Partner                                          (4,949)         (1,635)        (8,498)           (48)
                                                     -------------   -------------- -------------  -------------

                                                     $    (494,858)  $    (163,533) $    (849,848) $      (4,786)
                                                     =============   =============  =============  =============
Weighted average number of limited
   partnership units outstanding                           607,856         607,856        607,856        607,856
                                                     =============   =============  =============  =============

Net loss per weighted average
   limited partnership unit                          $        (.81)  $       (.27)  $       (1.38) $        (.01)
                                                     =============   ============   =============  ==============

</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, 2002 and the
                          Year Ended December 31, 2001

                                   (unaudited)

<TABLE>

                             Limited Partner Distributions

                                Return of     Investment            Limited         General
                                 Capital        Income             Partners         Partner           Total
                              (Per weighted average unit)
<S>                               <C>         <C>               <C>               <C>               <C>
Balance at
   December 31, 2000                                          $    11,785,620    $    (406,065)   $     11,379,555

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

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

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

Cash distributions
   to partners                 $  1.59         $  -                  (965,471)          (9,783)           (975,254)

Net loss                                                             (841,350)          (8,498)           (849,848)
                                                              ---------------    -------------    ----------------

Balance at
   June 30, 2002                                              $     7,241,045    $    (451,863)   $      6,789,182
                                                              ===============    =============    ================
</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)

                                                         2002            2001
                                                         ----            ----
Cash flows provided by operating activities:
 Net loss                                            $  (849,848)   $    (4,786)
 Adjustments to                                             --             --
  reconcile net loss to net
   cash provided by operating activities:
     Depreciation                                      1,009,939        335,606
     Rental income - paid directly to
      lenders by lessees                              (1,230,000)    (1,230,000)
     Provision for bad debts                             440,000        275,000
     Finance income portion of receivables
      paid directly to lenders by lessees               (101,728)      (261,425)
     Loss (gain) on sales of equipment                    75,283        (55,629)
     Minority interest (income)                         (111,840)       (75,055)
     Interest expense on non-recourse financing
       paid directly by lessees                          550,850        888,489
     Loss from investments in unconsolidated
      joint ventures                                      14,963        267,387
     Changes in operating assets and liabilities:
       Non-financed receivables                        3,479,201      3,721,434
       Other assets                                      194,834        362,239
       Security deposits, deferred credits and
        other payables                                    (7,501)      (227,114)
       Other                                              17,552        156,232
                                                     -----------    -----------

           Total adjustments                           4,331,553      4,157,164
                                                     -----------    -----------

       Net cash provided by operating activities       3,481,705      4,152,378
                                                     -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of equipment                      227,955        349,587
                                                     -----------    -----------

       Net cash provided by investing activities         227,955        349,587
                                                     -----------    -----------





                                                    (continued on next page)


<PAGE>


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

                Consolidated Statements of Cash Flows (Continued)

                        For the Six Months Ended June 30,

                                   (unaudited)

                                                         2002           2001
                                                         ----           ----

Cash flows from financing activities:
   Principal payments on non-recourse debt            (3,612,272)    (4,028,762)
   Cash distributions to partners                       (975,254)      (836,069)
                                                     -----------    -----------

       Net cash used in financing activities          (4,587,526)    (4,864,831)
                                                     -----------    -----------

Net decrease increase in cash and cash equity           (877,866)      (362,866)

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

Cash and cash equivalents at end of period           $   486,056    $   667,885
                                                     ===========    ===========












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,  2002 and 2001,  non-cash  activities
included the following:

                                                    2002             2001
                                                    ----             ----
Principal and interest on direct finance
  receivables paid directly to lenders by
  lessees                                     $   1,113,313     $   1,429,737
Rental income on operating lease
   paid directly to lender by lessee              1,230,000         1,230,000
Principal and interest on non-recourse
   debt paid directly by lessees                 (2,343,313)       (2,659,737)
                                              -------------     -------------

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

     Interest  expense of $706,260 and  $1,269,202 for the six months ended June
30, 2002 and 2001,  respectively,  consisted of interest expense on non-recourse
financing  accrued or paid  directly  to lenders  by  lessees  of  $550,850  and
$888,489,  respectively,  and  interest  expense on other  non-recourse  debt of
$155,410 and $380,713, respectively.







<PAGE>


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

              Notes to Unaudited Consolidated Financial Statements

                                  June 30, 2002

1.  Basis of Presentation

    The  consolidated  financial  statements of ICON Cash Flow Partners,  L.P.,
Series E (the  "Partnership")  have  been  prepared  pursuant  to the  rules and
regulations of the Securities  and Exchange  Commission  (the "SEC") and, in the
opinion  of  management,  include  all  adjustments  (consisting  only of normal
recurring  accruals)  necessary for a fair  statement of results for each period
shown.  Certain  information  and  footnote  disclosures  normally  included  in
consolidated   financial  statements  prepared  in  accordance  with  accounting
principles  generally  accepted  in the  United  States  of  America  have  been
condensed  or omitted  pursuant  to such SEC rules and  regulations.  Management
believes  that  the  disclosures  made  are  adequate  to make  the  information
presented not misleading. The results for the interim period are not necessarily
indicative  of the  results  for the full  year.  These  consolidated  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements  and notes included in the  Partnership's  2001 Annual Report on Form
10-K.

2.   Disposition Period

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

3.   Related Party Transactions

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

                                2002            2001
                                ----            ----

 Management fees          $    206,682      $   285,372   Charged to operations
 Administrative expense
   reimbursements              112,905          169,588   Charged to operations
                          ------------      -----------

 Total                    $    319,587      $   454,960
                          ============      ===========


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


<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

4.   Consolidated Ventures and Investments in Unconsolidated Joint Ventures

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

Consolidated Ventures

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

     ICON Cash Flow Partners L.L.C. I

     In  September  1994,  the  Partnership  and an  affiliate,  ICON  Cash Flow
Partners L.P. Six ("L.P.  Six"),  formed a joint venture,  ICON Cash Flow LLC I,
for the purpose of acquiring  and  managing an aircraft  subject to an operating
lease with a U.S. based commercial airline. In 1997, the aircraft was remarketed
to  Aeromexico  under a lease that is scheduled to expire in October  2002.  The
Partnership and L.P. Six acquired interests of 99% and 1% respectively,  in ICON
Cash  Flow  LLC  I.  ICON  Cash  Flow  LLC I  acquired  the  aircraft,  assuming
non-recourse debt and utilizing  contributions received from the Partnership and
L.P. Six. Profits,  losses,  excess cash and disposition  proceeds are allocated
99% to the  Partnership  and 1% to  L.P.  Six.  The  Partnership's  consolidated
financial statements include 100% of the assets and liabilities and revenues and
expenses of ICON Cash Flow LLC I. L.P. Six's  investment in ICON Cash Flow LLC I
is  reflected  as  minority  interest  in  joint  venture  on the  Partnership's
consolidated  balance sheets and as minority  interest  (income)  expense on the
consolidated statements of operations.

     ICON Receivables 1997-B L.L.C.

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

Investments in Unconsolidated Joint Ventures

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

     ICON Cash Flow Partners L.L.C. II

     In March 1995, the Partnership and an affiliate, L.P. Six, formed ICON Cash
Flow Partners L.L.C. II, ("ICON Cash Flow LLC II"), for the purpose of acquiring
and  managing  an  aircraft  subject to an  operating  lease  with a U.S.  based
commercial  airline.  In 1997, upon the scheduled  termination of the lease, the
aircraft was remarketed to Aeromexico  under a lease that is scheduled to expire
in November 2002. The Partnership and L.P. Six acquired interests of 1% and 99%,
respectively, in ICON Cash Flow LLC II. ICON Cash Flow LLC II

<PAGE>

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

        Notes to Unaudited Consolidated Financial Statements - Continued

     acquired  the   aircraft,   assuming   non-recourse   debt  and   utilizing
contributions  received  from the  Partnership  and L.P. Six.  Profits,  losses,
excess cash and disposition proceeds are allocated 1% to the Partnership and 99%
to L.P. Six. The Partnership's  investment in the joint venture is accounted for
under the equity method whereby the Partnership's  investment is adjusted by its
share of earnings, losses and distributions.

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

                                       June 30, 2002         December 31, 2001
                                       -------------         -----------------

 Assets                                $  16,375,546          $  17,090,554
                                       =============          =============

 Liabilities                           $   9,271,782          $   9,926,812
                                       =============          =============

 Equity                                $   7,103,764          $   7,163,742
                                       =============          =============

 Partnership's share of equity         $      71,038          $      71,638
                                       =============          =============

                                      Six Months Ended       Six Months Ended
                                        June 30, 2002          June 30, 2001
                                        -------------          -------------

 Net (loss) income                     $     (59,978)        $      269,111
                                       =============         ==============

 Partnership's share of net
  (loss) income                        $        (600)        $        2,691
                                       =============         ==============




<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

     ICON Cash Flow L.L.C. III


     In December 1996, the Partnership and an affiliate, L.P. Seven, formed ICON
Cash Flow  Partners  L.L.C.  III ("ICON Cash Flow LLC III"),  for the purpose of
acquiring and managing an aircraft  currently on lease to Continental  Airlines,
Inc.,  subject to a leveraged  lease that is  scheduled to expire in March 2003.
The Partnership  and L.P. Seven  contributed 1% and 99% of the cash required for
such  acquisition,  respectively,  to ICON Cash Flow LLC III. ICON Cash Flow LLC
III  acquired  the   aircraft,   assuming   non-recourse   debt  and   utilizing
contributions  received from the Partnership and L.P.  Seven.  Profits,  losses,
excess cash and disposition proceeds are allocated 1% to the Partnership and 99%
to L.P. Seven.  The  Partnership's  investment in the joint venture is accounted
for under the equity method, whereby the Partnership's investment is adjusted by
its share of earnings, losses and distributions.


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

                                         June 30, 2002     December 31, 2001

   Assets                                $   5,096,518       $   4,853,818
                                         =============       =============

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

   Equity                                $   5,096,518       $   4,853,818
                                         =============       =============

   Partnership's share of equity         $      50,965       $      48,538
                                         =============       =============

                                        Six Months Ended    Six Months Ended
                                          June 30, 2002       June 30, 2001
                                          -------------       -------------

   Net income                            $     242,700       $     249,299
                                         =============       =============

   Partnership's share of net income     $       2,427       $       2,493
                                         =============       =============


<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

      ICON Receivables 1997-A L.L.C.

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

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

                                         June 30, 2002     December 31, 2001

     Assets                              $     633,941      $     1,856,582
                                         =============      ===============

     Liabilities                         $     538,636      $     1,707,445
                                         =============      ===============

     Equity                              $      95,305      $       149,137
                                         =============      ===============

     Partnership's share of equity       $      29,726      $        46,516
                                         =============      ===============

                                        Six Months Ended    Six Months Ended
                                          June 30, 2002       June 30, 2001
                                          -------------       -------------

     Net loss                            $     (53,832)       $  (1,868,675)
                                         =============        =============

     Partnership's share of net loss     $     (16,790)       $    (272,571)
                                         =============        =============

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



<PAGE>


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

                                  June 30, 2002

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

Results of Operations

Three Months Ended June 30, 2002 and 2001

     Revenues  for the three months  ended June 30, 2002 ("2002  Quarter")  were
$926,660  representing a decrease of $241,546 from 2001 as compared to the three
months ended June 30, 2001 ("2001  Quarter").  The decrease in revenues resulted
primarily  from a decrease in finance  income of  $497,918.  This  decrease  was
partially  offset by increases in rental income of $62,906 and a decrease in the
losses from equity  investment  in joint  ventures of $245,986.  The decrease in
finance  income was  primarily  due to a  decrease  in the  average  size of the
finance lease  portfolio  from 2001 to 2002 as well as the maturity of a finance
lease  subsequent to June 2001 that was renewed and reclassified as an operating
lease.  The increase in rental income was primarily due to a finance lease which
was  renewed in 2001 and which is now  classified  as an  operating  lease.  The
decrease in loss from equity  investment in joint  ventures  resulted  primarily
from a provision for bad debts of $1,825,000  recorded by one of the ventures in
the 2001 Quarter. The Partnership's share of the venture's loss was $257,242 for
the 2001 Quarter.

     Expenses for the 2002 Quarter were  $1,421,518  representing an increase of
$89,779 from the 2001 Quarter. This increase was primarily due to an increase in
depreciation expense of $295,166, and an increase in the provision for bad debts
of $290,000.  These  increases were  partially  offset by a decrease in interest
expense of $341,821, and an increase in minority interest income of $75,019. The
increase  in  depreciation  was due to the change in estimate  (reduction)  of a
residual  value of an  aircraft  in the  fourth  quarter  of 2001 as well as the
depreciation  on  equipment  that was  reclassified  from a finance  lease to an
operating  lease.  The decrease in interest  expense resulted from a decrease in
average  debt  outstanding  from  2001 to 2002 as the  result  of the  continued
repayment of  non-recourse  debt,  resulting from the application of the related
rents.  The  increase  in  the  provision  for  bad  debts  was  the  result  of
determinations  made of the level of reserves  required during the 2002 Quarter.
These  determinations  were the result of the Partnership's  ongoing analysis of
delinquency trends, loss experience and an assessment of overall credit risk.

     Net  loss for the  2002  Quarter  and the 2001  Quarter  was  $495,858  and
$163,533,  respectively.  The net loss per weighted average limited  partnership
unit  outstanding  was $.81 and $.27  for the  2002  Quarter  and 2001  Quarter,
respectively.



<PAGE>


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

                                  June 30, 2002

Results of Operations

Six Months Ended June 30, 2002 and 2001

     Revenues  for the six months  ended June 30, 2002  Period  were  $1,889,473
representing  a decrease  of  $734,186  from the six months  ended June 30, 2001
Period.  The decrease in revenues  resulted  primarily from decreases in finance
income of $947,903  and a net loss in sales of equipment of $75,283 for the 2002
Period as compared with a net gain on sales of equipment of $55,629 for the 2001
Period.  These decreases were partially offset by a $142,824  increase in rental
income and a decrease in the losses from equity  investment in joint ventures of
$252,424.  The decrease in finance income was primarily due to a decrease in the
average  size of the finance  lease  portfolio  from 2001 to 2002 as well as the
maturity  of a  finance  lease  subsequent  to June 2001  that was  renewed  and
reclassified as an operating  lease.  The decrease in gain on sales of equipment
resulted  from a decrease  in the amount of  equipment  sold where the  proceeds
received were in excess of the remaining  carrying value. The increase in rental
income was  primarily due to a finance lease which was renewed in 2001 and which
is now  classified  as an  operating  lease.  The  decrease  in loss from equity
investment in joint ventures  resulted  primarily from a provision for bad debts
of  $1,825,000  recorded  by  one of  the  ventures  in  the  2001  Period.  The
Partnership's share of the venture's loss was $272,571 for the 2001 Period.

     Expenses for the 2002 Period were  $2,739,321,  representing an increase of
$110,876 from the 2001 Period. This increase was primarily due to an increase in
depreciation  expense of $674,333 and an increase in the provision for bad debts
of $165,000.  These  increases were  partially  offset by a decrease in interest
expense of $562,942 and an increase in minority interest income of $36,785.  The
increase  in  depreciation  was due to the change in estimate  (reduction)  of a
residual  value of an  aircraft  in the  fourth  quarter  of 2001 as well as the
depreciation  on  equipment  that was  reclassified  from a finance  lease to an
operating  lease.  The decrease in interest  expense resulted from a decrease in
average  debt  outstanding  from  2001  to  2002 as a  result  of the  continued
repayment of  non-recourse  debt,  resulting from the application of the related
rents.  The  increase  in  the  provision  for  bad  debts  was  the  result  of
determinations  made of the level of reserves  required  during the 2002 Period.
These  determinations  were the result of the Partnership's  ongoing analysis of
delinquency trends, loss experience and an assessment of overall credit risk.

     Net loss for the 2002 Period and the 2001 Period was  $849,848  and $4,786,
respectively.  The net  loss  per  weighted  average  limited  partnership  unit
outstanding  was  $1.38  and  $.01  for the 2002  Period  and the  2001  Period,
respectively.

Liquidity and Capital Resources

     The  Partnership's  primary  sources of funds for the 2002  Period were net
cash generated by operating  activities of $3,481,705 and proceeds from sales of
equipment of $227,955. These funds were used to fund cash distributions and debt
repayments.



<PAGE>



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

                                  June 30, 2002

     Monthly cash  distributions to limited partners for the 2002 Period and the
2001 Period totaled $965,471 and $1,356,383, respectively.

     The  Partnership's   reinvestment  period  ended  on  July  31,  1998.  The
disposition period began August 1, 1998, at which time the Partnership began the
orderly termination of its operations and affairs. During the disposition period
the  Partnership  has,  and  will  continue  to  distribute   substantially  all
distributable  cash from  operations  and equipment  sales to the partners.  The
Partnership  has not,  and will not  invest in any  additional  finance or lease
transactions  during the disposition  period.  As a result of the  Partnership's
entering into the disposition period,  future monthly distributions are expected
to  fluctuate  depending  on the  amount  of asset  sale and  re-lease  proceeds
received during that period.

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

Item 3.  Qualitative and Quantitative Disclosures About Market Risk

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

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

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





<PAGE>


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


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, 2002.

Exhibits

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

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





<PAGE>


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



                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                             ICON Cash Flow Partners, L.P., Series E
                             File No. 33-44413 (Registrant)
                             By its General Partner,
                             ICON Capital Corp.




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


<PAGE>


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

                                  June 30, 2002

EXHIBIT 99-1

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

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

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


Dated:  August 14, 2002




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



<PAGE>


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

                                  June 30, 2002


EXHIBIT 99-2


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

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

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


Dated:  August 14, 2002




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