UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q/A



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

For the period ended                         September 30, 1998
                     -----------------------------------------------------------

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

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

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

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


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


              600 Mamaroneck Avenue, Harrison, New York 10528-1632
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)


                                 (914) 698-0600
--------------------------------------------------------------------------------
               Registrant's telephone number, including area code



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

                                                         [ x ] Yes     [   ] No


<PAGE>


PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

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

                           Consolidated Balance Sheets

                                   (unaudited)
<TABLE>

                                                               September 30,   December 31,
                                                                   1998            1997

       Assets

<S>                                                            <C>             <C>         
Cash .......................................................   $  9,348,486    $  9,460,337
                                                               ------------    ------------

Investment in finance leases
   Minimum rents receivable ................................     44,026,484      21,979,203
   Estimated unguaranteed residual values ..................     11,649,421       7,380,296
   Initial direct costs ....................................         22,758         225,158
   Unearned income .........................................     (9,888,048)     (3,811,419)
   Allowance for doubtful accounts .........................       (908,724)       (553,114)
                                                               ------------    ------------
                                                                 44,901,891      25,220,124

Investment in financings
   Receivables due in installments .........................     25,632,375      13,732,305
   Initial direct costs ....................................            754           1,117
   Unearned income .........................................     (4,220,919)     (2,563,681)
   Allowance for doubtful accounts .........................       (479,646)       (102,532)
                                                               ------------    ------------
                                                                 20,932,564      11,067,209
                                                               ------------    ------------

Investment in operating leases
   Equipment, at cost ......................................     20,707,984      20,707,984
   Accumulated depreciation ................................     (3,263,170)     (2,864,469)
                                                               ------------    ------------
                                                                 17,444,814      17,843,515

Equity investment in joint ventures ........................      1,649,404       1,556,123
                                                               ------------    ------------

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

Other assets ...............................................        724,263       1,762,605
                                                               ------------    ------------

Total assets ...............................................   $ 95,001,422    $ 66,917,017
                                                               ============    ============

</TABLE>

                                                        (continued on next page)



<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                   (unaudited)
<TABLE>

                                                              September 30,    December 31,
                                                                  1998            1997
                                                              ------------     -----------

       Liabilities and Partners' Equity

<S>                                                           <C>             <C>       
Notes payable - securitization ............................   $ 39,849,922    $       --
Notes payable - non-recourse ..............................     30,825,967      25,172,064
Note payable - warehouse line of credit ...................           --        16,100,870
Security deposits and deferred credits ....................      2,711,645         675,412
Accounts payable to General Partner and affiliates, net ...        497,246            --
Minority interest in joint venture ........................        768,883         854,129
Accounts payable - equipment ..............................      1,613,896            --
Accounts payable - other ..................................        463,992         424,848
                                                              ------------    ------------
                                                                76,731,551      43,227,323

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ........................................       (337,418)       (283,244)
   Limited partners (608,346 and 608,446 units outstanding,
     $100 per unit original issue price in 1998 and 1997,
     respectively) ........................................     18,607,289      23,972,938
                                                              ------------    ------------

Total partners' equity ....................................     18,269,871      23,689,694
                                                              ------------    ------------

Total liabilities and partners' equity ....................   $ 95,001,422    $ 66,917,017
                                                              ============    ============


</TABLE>













See accompanying notes to unaudited consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Operations

                                   (unaudited)
<TABLE>

                                              For the Three Months          For the Nine Months
                                               Ended September 30,          Ended September 30,
                                               1998          1997           1998          1997
                                               ----          ----           ----          ----

Revenue
<S>                                       <C>            <C>            <C>            <C>        
   Finance income .....................   $ 1,754,511    $   657,485    $ 4,163,436    $ 2,742,315
   Rental income ......................       615,000        748,444      1,832,700      1,425,637
   Net gain on sales or
     remarketing of equipment .........       267,230        744,793        538,277      1,072,791
   Interest income and other ..........       193,759        237,462        456,722        764,667
   Income (loss) from equity
     investment in joint ventures .....       (28,859)       (93,588)       260,992        (89,342)
                                          -----------    -----------    -----------    -----------

   Total revenues .....................     2,801,641      2,294,596      7,252,127      5,916,068
                                          -----------    -----------    -----------    -----------

Expenses
   Interest ...........................     1,278,263        721,848      3,115,667      1,900,270
   Provision for bad debts ............     1,049,998           --        1,249,998           --
   Management fees - General Partner ..       252,121        254,421        951,405        728,972
   Administrative expense
     reimbursement  - General Partner .       148,258        131,647        506,112        380,549
   Depreciation .......................       146,802        105,095        398,701        370,523
   Amortization of initial direct costs        20,134         96,200        218,557        421,606
   General and administrative .........         8,318         38,293        396,949        301,358
   Minority interest in joint venture .      (155,757)        11,237        (44,014)        13,409
                                          -----------    -----------    -----------    -----------

   Total expenses .....................     2,748,137      1,358,741      6,793,375      4,116,687
                                          -----------    -----------    -----------    -----------

Net income ............................   $    53,504    $   935,855    $   458,752    $ 1,799,381
                                          ===========    ===========    ===========    ===========

Net income allocable to:
   Limited partners ...................   $    52,969    $   926,496    $   454,164    $ 1,781,387
   General Partner ....................           535          9,359          4,587         17,994
                                          -----------    -----------    -----------    -----------

                                          $    53,504    $   935,855    $   458,752    $ 1,799,381
                                          ===========    ===========    ===========    ===========

Weighted average number of limited
   partnership units outstanding ......       608,346        609,246        608,358        609,290
                                          ===========    ===========    ===========    ===========

Net income per weighted average
   limited partnership unit ...........   $       .09    $      1.52    $       .75    $      2.92
                                          ===========    ===========    ===========    ===========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


<PAGE>


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

             Consolidated Statements of Changes in Partners' Equity

              For the Nine Months Ended September 30, 1998 and the
                  Years Ended December 31, 1997, 1996 and 1995

                                   (unaudited)
<TABLE>

                      Limited Partner Distributions

                       Return of       Investment          Limited         General
                        Capital          Income            Partners        Partner          Total
                      (Per weighted average unit)
<S>                    <C>              <C>               <C>                <C>          <C>        
Balance at
   December 31, 1994                                    $ 41,185,614    $   (109,751)   $ 41,075,863
                                                       
Cash distributions                                     
   to partners .....   $ 10.17          $ 2.58            (7,773,082)        (78,512)     (7,851,594)
                                                       
Limited partnership                                    
   units redeemed                                      
   (45 units) ......                                          (2,370)           --            (2,370)
                                                       
Net income .........                                       1,569,944          15,858       1,585,802
                                                        ------------    ------------    ------------
                                                       
Balance at                                             
   December 31, 1995                                      34,980,106        (172,405)     34,807,701
                                                       
Cash distribution                                      
   to partners .....   $  9.11          $ 3.64            (7,771,164)        (78,496)     (7,849,660)
                                                       
Limited partnership                                    
   units redeemed                                      
   (193 units) .....                                          (8,960)           --            (8,960)
                                                       
Net income .........                                       2,221,444          22,439       2,243,883
                                                        ------------    ------------    ------------
                                                       
Balance at                                             
   December 31, 1996                                     29,421,426        (228,462)     29,192,964


</TABLE>

                                                        (continued on next page)
                                                       
                                                       
<PAGE>                                           


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

       Consolidated Statements of Changes in Partners' Equity (Continued)

              For the Nine Months Ended September 30, 1998 and the
                  Years Ended December 31, 1997, 1996 and 1995

                                   (unaudited)
<TABLE>

                      Limited Partner Distributions

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

Cash distribution
<S>                     <C>             <C>               <C>                <C>          <C>        
   to partners ......   $ 8.90          $ 3.85            (7,768,316)        (78,468)     (7,846,784)
                                                      
Limited partnership                                   
   units redeemed                                     
   (1,000 units) ....                                        (25,071)           --           (25,071)
                                                      
Net income ..........                                      2,344,899          23,686       2,368,585
                                                        ------------    ------------    ------------
                                                      
Balance at                                            
   December 31, 1997                                      23,972,938        (283,244)     23,689,694
                                                      
Cash distributions                                    
   to partners ......   $ 8.81          $  .75            (5,817,418)        (58,762)     (5,876,180)
                                                      
Limited partnership                                   
   units redeemed                                     
   (100 units) ......                                         (2,395)           --            (2,395)
                                                      
Net income ..........                                        454,164           4,588         458,752
                                                        ------------    ------------    ------------
                                                      
Balance at                                            
   September 30, 1998                                   $ 18,607,289    $   (337,418)   $ 18,269,871
                                                        ============    ============    ============
                                                      
                                                      
</TABLE>
                                                      
                                                      
                                                      
                                                      
                                                
See accompanying notes to unaudited consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Cash Flows

                     For the Nine Months Ended September 30,

                                   (unaudited)
<TABLE>

                                                                           1998             1997
                                                                           ----             ----
Cash flows provided by operating activities:
<S>                                                                    <C>             <C>         
   Net income ......................................................   $    458,752    $  1,799,381
                                                                       ------------    ------------
   Adjustments to reconcile net income to net
     cash provided by operating activities:
      Depreciation .................................................        398,701         370,523
      Rental income - paid directly to lenders by lessees ..........     (1,832,700)     (1,425,637)
      Finance income portion of receivables paid directly
         to lenders by lessees .....................................     (1,527,081)       (874,753)
      Amortization of initial direct costs .........................        218,557         421,606
      Net gain on sales or remarketing of equipment ................       (538,277)     (1,072,791)
      Interest expense on non-recourse financing paid
         directly by lessees .......................................      1,667,081         418,789
      Interest expense accrued on debt .............................           --           131,788
      Collection of principal - non-financed receivables ...........      5,760,451       7,690,395
      Income (loss) from equity investment in joint ventures .......       (260,992)         89,342
      Distribution from investment in joint venture ................        254,896      14,627,437
      Changes in operating assets and liabilities:
         Accounts payable to General Partner and affiliates, net ...        497,246          13,305
         Security deposits and deferred credits ....................      2,036,233          19,680
         Allowance for doubtful accounts ...........................        878,718        (314,540)
         Other assets ..............................................        876,375         739,562
         Accounts payable - other ..................................         39,144          34,187
        Accounts receivable from General Partner and affiliates, net          7,104        (281,100)
         Minority interest in joint venture ........................        (85,246)        764,076
         Other, net ................................................         43,541        (358,918)
                                                                       ------------    ------------

           Total adjustments .......................................      8,433,751      20,992,951
                                                                       ------------    ------------

           Net cash provided by operating activities ...............      8,892,503      22,792,332
                                                                       ------------    ------------

Cash flows from investing activities:
   Proceeds from sales of equipment ................................      2,119,134      14,802,451
   Equipment and receivables purchased .............................    (28,906,780)     (9,032,599)
   Investment in joint venture .....................................        (87,185)     (2,250,000)
                                                                       ------------    ------------

           Net cash provided by (used in) investing activities .....    (26,874,831)      3,519,852
                                                                       ------------    ------------
</TABLE>

                                                        (continued on next page)


<PAGE>


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

                Consolidated Statements of Cash Flows (Continued)

                     For the Nine Months Ended September 30,

                                   (unaudited)
<TABLE>

                                                                 1998            1997
                                                                 ----            ----

Cash flows from financing activities:
<S>                                                           <C>              <C>      
   Proceeds from warehouse line of credit ...............     20,703,918       2,684,035
   Payments of warehouse line of credit .................    (36,804,788)           --
   Proceeds of securitization debt ......................     41,308,464            --
   Principal payments on securitization debt ............     (1,458,542)           --
   Cash distributions to partners .......................     (5,876,180)     (5,885,195)
   Redemption of limited partnership units ..............         (2,395)         (7,238)
   Loans to affiliates ..................................           --       (11,280,328)
   Principal payments received on affiliate notes .......           --        11,280,328
   Proceeds from revolving credit facility ..............           --         4,400,000
   Principal payments on revolving credit facility ......           --       (17,400,000)
                                                            ------------    ------------

      Net cash provided by (used in) financing activities     17,870,477     (16,208,398)
                                                            ------------    ------------

Net increase (decrease) in cash .........................       (111,851)     10,103,786

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

Cash at end of period ...................................   $  9,348,486    $ 11,307,412
                                                            ============    ============
</TABLE>


















See accompanying notes to unaudited consolidated financial statements.


<PAGE>


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

                Consolidated Statements of Cash Flows (Continued)

Supplemental Disclosures of Cash Flow Information

   During the nine months ended September 30, 1998 and 1997, non-cash activities
included the following:
<TABLE>

                                                                             1998            1997
                                                                             ----            ----
Fair value of equipment and receivables purchased
<S>                                                                     <C>             <C>       
   for debt and payables ............................................   $(19,509,087)   $       --
Non-recourse notes payable assumed in purchase
   price ............................................................     17,895,191            --
Accounts payable - equipment ........................................      1,613,896            --

Principal and interest on direct finance receivables
   paid directly to lenders by lessees ..............................      9,695,708      18,686,210
Rental income assigned operating lease receivable ...................      1,832,700       1,425,637
Principal and interest on non-recourse financing
   paid directly by lessees .........................................    (11,528,408)    (20,111,847)

Decrease in investment in finance leases due to termination of leases      2,379,961            --
Decrease in notes payable - non-recourse due to termination of leases     (2,379,961)           --

Decrease in investments in finance leases and
  financings due to contribution to joint venture ...................           --        15,698,027
Increase in equity investment in joint venture ......................           --       (15,698,027)
                                                                        ------------    ------------

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

     Interest  expense of $3,115,667  and  $1,900,270  for the nine months ended
September 30, 1998 and 1997 consisted of: interest  expense on warehouse line of
credit of $983,725 in 1998,  interest expense on securitization debt of $464,861
in 1998, interest expense on non-recourse  financing accrued or paid directly by
lenders to lessees of $1,667,081 and $418,789, respectively, interest expense on
revolving  credit  facility  of  $603,449  in 1997 and other  interest of $0 and
$878,032, respectively.


<PAGE>


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

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1998

1.     Basis of Presentation

       The consolidated  financial statements of ICON Cash Flow Partners,  L.P.,
Series E (the  "Partnership")  have  been  prepared  pursuant  to the  rules and
regulations of the Securities  and Exchange  Commission  (the "SEC") and, in the
opinion  of  management,  include  all  adjustments  (consisting  only of normal
recurring  accruals)  necessary  for a fair  statement of income for each period
shown.  Certain  information  and  footnote  disclosures  normally  included  in
consolidated financial statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such SEC rules
and regulations.  Management  believes that the disclosures made are adequate to
make the  information  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 1997
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 and is  expected  to  continue
through  February 1, 2001.  During the Disposition  Period the Partnership  will
distribute cash from operations and sales in excess of its reserve  requirements
and anticipated  obligations.  The  Partnership  will not reinvest in any leased
equipment during the Disposition Period.

3.     Redemption of Limited Partnership Units

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

4.    Related Party Transactions

      During the nine months ended  September 30, 1998 and 1997, the Partnership
paid or accrued to the General Partner management fees of $951,405 and $728,972,
respectively,   and  administrative   expense  reimbursements  of  $506,112  and
$380,549, respectively, which were charged to operations.

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

5.  Year 2000

     The Partnership relies on computer  information systems for its transaction
processing  and for general data  processing.  The Year 2000 issue arose because
many existing  computer  programs have been written using two digits rather than
four to define the  applicable  year. As a result,  the program could  interpret
dates  ending in "00" as the year 1900  rather  than the year  2000.  In certain
cases,  such errors  could  result in system  failures or  miscalculations  that
disrupt the operation of the affected businesses.

     The Partnership uses computer  information  systems provided by the General
Partner and has no computer information systems of its own. The software related
to the General  Partner's primary computer  information  systems are provided by
third parties vendors. The General Partner has formally  communicated with these
vendors and has received  assurance that their programs are Year 2000 compliant.
In addition,  the General Partner has gathered  information  about the Year 2000
readiness of  significant  vendors and  third-party  servicers  and continues to
monitor  developments  in this area.  All of the  General  Partner's  peripheral
computer  technologies,  such as its  network  operating  system and third party
software  applications,  including  payroll  and  electronic  banking  have been
evaluated and have been found to be Year 2000 compliant.  The ultimate impact of
the Year 2000  issue on the  Partnership  will  depend to a great  extent on the
manner in which the issue is addressed by the Partnership's lessees. Each of the
Partnership's  lessees will have a material  self interest in resolving any Year
2000 issue, however, non-compliance on the part of a lessee could result in lost
or  delayed  revenues  to the  Partnership.  The  effect  of  this  risk  to the
Partnership is not  determinable.

<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

     The General Partner is responsible for costs relating to the assessment and
development of its Year 2000 compliance remediation plan, as well as the testing
of the hardware and software owned or licensed for its personal  computers.  The
General  Partner's  costs  incurred to date and  expected  future  costs are not
material.

6.   Investment in Joint Ventures

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

ICON Cash Flow L.L.C. I

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

ICON Cash Flow L.L.C. II

     In March 1995 the  Partnership  and L.P. Six formed ICON Cash Flow Partners
L.L.C.  II, ("ICON Cash Flow LLC II"), for the purpose of acquiring and managing
an aircraft.  The  Partnership  and L.P. Six  contributed 1% and 99% of the cash
required for such acquisition, respectively, to ICON Cash Flow LLC II.

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

                                               September 30, 1998

           Assets                               $   16,385,282
                                                ==============

           Liabilities                          $   11,529,918
                                                ==============

           Equity                               $    4,855,364
                                                ==============

                                                Nine Months Ended
                                               September 30, 1998

           Net income                           $      557,957
                                                ==============

ICON Cash Flow L.L.C. III

     In December 1996 the Partnership and an affiliate, ICON Cash Flow Partners,
L.P. Seven ("L.P. Seven"), formed ICON Cash Flow Partners L.L.C. III ("ICON Cash
Flow LLC III"),  for the purpose of  acquiring  and  managing an  aircraft.  The
Partnership and L.P. Seven  contributed 1% and 99% of the cash required for such
acquisition, respectively, to ICON Cash Flow LLC III.



<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

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

                                             September 30, 1998

         Assets                               $   13,153,998
                                              ==============

         Liabilities                          $   10,783,188
                                              ==============

         Equity                               $    2,370,810
                                              ==============

                                              Nine Months Ended
                                             September 30, 1998

         Net income                           $      337,302
                                              ==============

ICON Receivables 1997-A L.L.C.

      In March 1997 the  Partnership,  ICON Cash Flow Partners,  L.P.,  Series D
("Series  D"),  L.P. Six and L.P.  Seven  (collectively  the "1997-A  Members"),
contributed and assigned  equipment lease and finance  receivables and residuals
to ICON Receivables 1997-A L.L.C.  ("1997-A"),  a special purpose entity created
for the purpose of originating new leases, to manage existing contributed assets
and, eventually, to securitize its portfolio. In September 1997 the Partnership,
L.P. Six and L.P. Seven contributed and assigned additional  equipment lease and
finance receivables and residuals to 1997-A. The Partnership, Series D, L.P. Six
and  L.P.  Seven  received  a  31.19%,   17.81%,  31.03%  and  19.97%  interest,
respectively,   in  1997-A  based  on  the  present   value  of  their   related
contributions.

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

                                              September 30, 1998

              Assets                            $  37,097,268
                                                =============

              Liabilities                       $   31,058,715
                                                ==============

              Equity                            $  6,038,553
                                                ============

                                              Nine Months Ended
                                             September 30, 1998

              Net income                        $    808,805
                                                ============



<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

ICON Receivables 1997-B L.L.C.

     In  August  1997 the  Partnership,  L.P.  Six and L.P.  Seven  formed  ICON
Receivables 1997-B L.L.C. ("1997-B"),  for the purpose of originating leases and
securitizing  its  portfolio.   The   Partnership,   L.P.  Six  and  L.P.  Seven
(collectively  the  "1997-B  members")  contributed  $2,250,000,   $249,900  and
$500,100  to 1997-B on August 19, 1997 and  received a 75.00%,  8.33% and 16.67%
interest, respectively, in 1997-B based on their contribution. On July 30, 1998,
ICON Holdings Corp.  ("Holdings"),  the parent of the General Partner and 1997-B
completed an equipment lease securitization.  The securitization is comprised of
two senior notes, issued from ICON Equipment Lease Trust 1998 S-1 (Holdings) and
ICON Equipment  Lease Trust 1998 S-2 (1997-B).  The net proceeds from the 1997-B
securitization  totaled  $40,806,901,  of which $30,850,936 was used to pay down
1997-B's   warehouse  line  of  credit,  and  the  remaining   proceeds,   after
establishing reserves for expenses, were distributed to the 1997-B Members based
on their respective  interests.  In connection with the  securitization,  1997-B
became  the  beneficial  owner  of  a  trust.  The  trustee  for  the  trust  is
Manufacturers  and  Traders  Trust  Company  ("M&T").  In  conjunction  with the
securitization,  the  portfolio  as  well  as the  General  Partner's  servicing
capabilities  were  rated by Duff &  Phelps  and  Fitch  IBCA,  both  nationally
recognized rating agencies. The General Partner, as servicer, is responsible for
managing, servicing, reporting on and administering the portfolio. 1997-B remits
all monies received from the portfolio to M&T. M&T is responsible for disbursing
to the noteholders  their respective  principal and interest (91.5% of projected
cash flows) and to 1997-B the excess of cash  collected  over debt service (8.5%
of projected cash flows after any  write-offs)  from the  portfolio.  The 1997-B
Members  receive their pro rata share of any excess cash on a monthly basis from
1997-B.  The  Partnership's  share of the net proceeds  from the  securitization
totaled $1,500,000.  The Partnership's consolidated financial statements include
100% of the assets and  liabilities of 1997-B,  while L.P. Six and L.P.  Seven's
minority  interests  have been  reflected  as a  liability  on the  consolidated
balance sheets.



<PAGE>


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

                               September 30, 1998

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

      The  Partnership's  portfolio  consisted  of a net  investment  in finance
leases,  financings,  operating leases,  and equity investment in joint ventures
representing  53%, 25%, 20%, and 2% of total  investments at September 30, 1998,
respectively,  and 47%,  39%, 12% and 2% of total  investments  at September 30,
1997, respectively.

Results of Operations

Three Months Ended September 30, 1998 and 1997

      For the three months ended  September 30, 1998 and 1997,  the  Partnership
leased  or  financed   equipment  with  an  initial  cost  of  $17,247,909   and
$12,243,572,   respectively,   to  68  and  186  lessees  or  equipment   users,
respectively.

      Revenues for the three months ended  September  30, 1998 were  $2,801,641,
representing  an increase of $507,045 or 22% from 1998. The increase in revenues
was due to an increase in finance  income of $1,097,026 or 167%, and a change in
the income  (loss)  from equity  investment  in joint  ventures of $64,729.  The
increase  in  finance  income  and the  change  in  income  (loss)  from  equity
investment in joint  venture was  partially  offset by a decrease in net gain on
sales or  remarketing  of  equipment  of  $477,563  or 64%, a decrease in rental
income of $133,444 or 18% and a decrease in interest income and other of $43,703
or 18%.  Finance income  increased due to an increase in the average size of the
portfolio from 1997 to 1998.  The loss from equity  investment in joint ventures
as of September 30, 1998 and September 30, 1997 was due primarily to a provision
for bad  debts  recorded  for  1997-A.  The  decrease  in net  gain on  sales or
remarketing of equipment was due to a decrease in the number of leases  maturing
and the underlying  equipment  being sold or remarketed,  for which the proceeds
received  were in excess of the average  carrying  value of the  equipment.  The
Partnership's  operating  lease with Alaska Air terminated in the second quarter
1997, at which point the aircraft was released to Aero Mexico. Rental income for
the  third  quarter  1997  includes  four  months of rent  under the new  lease,
resulting in a decrease in rental income from the third quarter 1998 compared to
1997.  Interest  income and other  decreased  from 1997 due to a decrease in the
average cash balance from 1997 to 1998.

      Expenses for the three months ended  September  30, 1998 were  $2,748,137,
representing  an  increase  of  $1,389,396  or 102% from 1997.  The  increase in
expenses  resulted  primarily from an increase in the provision for bad debts of
$1,049,998  or 100%,  an  increase  in  interest  expense of $556,415 or 77%, an
increase  in  depreciation  expense  of  $41,707  or  40%  and  an  increase  in
administrative  expense reimbursements to the General Partner of $16,611 or 13%.
These increases were partially offset by a change in minority  interest in joint
venture of  $166,994,  a decrease in  amortization  of initial  direct  costs of
$76,066 or 79%, a decrease in general and administrative  expenses of $29,975 or
78% and a  decrease  in  management  fees of $2,300 or 1%. The  increase  in the
provision  for  bad  debts  was  as  a  result  of  the  significant  growth  in
receivables,  an analysis of  delinquency,  an  assessment of overall risk and a
review of  historical  loss  experience.  The  increase in interest  expense was
primarily  due to the  increase in the average  debt  outstanding.  Depreciation
expense  increased due to the 1998  restructuring and releasing of the operating
lease. Administrative expense reimbursements increased due to an

<PAGE>


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

                               September 30, 1998

increase in the average size of the portfolio  from 1997 to 1998.  The change in
minority  interest in joint  venture  was due  primarily  to 1997-B  recording a
significant  provision  for bad debts in 1998.  Amortization  of initial  direct
costs  decreased  from 1997 to 1998 due to a decrease in the portfolio of leases
which are subject to initial direct costs.

      Net income for the three  months  ended  September  30,  1998 and 1997 was
$53,504 and $935,855,  respectively. The net income per weighted average limited
partnership unit was $.09 and $1.52 for 1998 and 1997, respectively.

Nine Months Ended September 30, 1998 and 1997

      For the nine months ended  September  30, 1998 and 1997,  the  Partnership
leased  or  financed   equipment  with  an  initial  cost  of  $48,415,867   and
$29,316,817,   respectively,   to  137  and  54  lessees  or  equipment   users,
respectively.  The weighted  average initial  transaction term relating to these
transactions was 49 and 51 months, respectively.

      Revenues for the nine months  ended  September  30, 1998 were  $7,252,127,
representing  an  increase  of  $1,336,059  or 23% from 1997.  The  increase  in
revenues is  attributable to an increase in finance income of $1,421,121 or 52%,
an  increase in rental  income of $407,063 or 29% and a change in income  (loss)
from equity  investment  in joint  ventures of $350,334.  These  increases  were
partially  offset by a decrease in net gain on sales or remarketing of equipment
of $534,514  or 50% and a decrease  in interest  income and other of $307,945 or
40%.  Finance  income  increased  due to the increase in the average size of the
portfolio from 1997 to 1998. The  Partnership's  operating lease with Alaska Air
terminated in the second  quarter 1997, at which point the aircraft was released
to Aero  Mexico.  Rents under the new Aero Mexico  lease are greater  than rents
under the previous  Alaska Air lease.  The loss from equity  investment in joint
venture as of September  30, 1997 was due primarily to a provision for bad debts
recorded for 1997-A. The net gain on sales or remarketing of equipment decreased
due to a decrease in the number of leases maturing and the underlying  equipment
being sold or remarketed,  for which the proceeds received were in excess of the
average  carrying  value of the  equipment.  Interest  income  and other  income
decreased  as a result of a decrease in the average  cash  balance  from 1997 to
1998.

      Expenses for the nine months  ended  September  30, 1998 were  $6,793,375,
representing  an  increase  of  $2,676,688  or 65% from 1997.  The  increase  in
expenses  is  attributable  to an  increase  in the  provision  for bad  debt of
$1,249,998  or 100%,  an increase in interest  expense of  $1,215,397 or 64%, an
increase in  management  fees of $222,433 or 31%, an increase in  administrative
expense   reimbursements  of  $125,563  or  33%,  an  increase  in  general  and
administrative expense of $95,591 or 32% and an increase in depreciation expense
of  $40,617 or 11%.  These  increases  were  partially  offset by a decrease  in
amortization of initial direct costs of $203,049 or 48% and a change in minority
interest in joint venture of $57,423 or 428%.  The increase in the provision for
bad debts was as a result of the significant growth in receivables,  an analysis
of  delinquency,  an assessment of overall risk and a review of historical  loss
experience.  Interest  expense  increased  as a result  of the  increase  in the
average  outstanding  debt from 1997 to 1998.  Management  fees,  administrative
expense  reimbursements and general and  administrative  expenses increased as a
result of the increase in the average size of the portfolio from


<PAGE>


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

                               September 30, 1998

1997 to 1998.  Depreciation  expense increased due to the 1998 restructuring and
releasing of the operating lease. Amortization of initial direct costs decreased
due to a decrease in the portfolio of leases which are subject to initial direct
costs from 1997 to 1998.  The change in minority  interest in joint ventures was
due primarily to 1997-B  recording a significant  provision for bad debts in the
third quarter 1998.

      Net income  for the nine  months  ended  September  30,  1998 and 1997 was
$458,752  and  $1,799,381,  respectively.  The net income per  weighted  average
limited partnership unit was $.75 and $2.92 for 1998 and 1997, respectively.

Liquidity and Capital Resources

      The  Partnership's  primary  sources  of funds for the nine  months  ended
September  30, 1998 and 1997 were net cash  provided by operations of $8,892,503
and  $22,792,332,  respectively,  proceeds from sales of equipment of $2,119,134
and  $14,802,451,  respectively  , proceeds from the warehouse line of credit of
$20,703,918 and $2,684,035,  respectively,  proceeds from securitization debt of
$41,308,464  in  1998  and  proceeds  from  the  revolving  credit  facility  of
$4,400,000  in 1997.  These  funds were used to  purchase  equipment,  fund cash
distributions  and make  payments  on  borrowings.  The  Partnership  intends to
continue to fund cash  distributions  utilizing  cash provided by operations and
proceeds from sales of equipment.

      Cash distributions to limited partners for the nine months ended September
30, 1998 and 1997, which were paid monthly,  totaled  $5,817,418 and $5,826,343,
respectively,  of which  $454,164  and  $1,781,387  was  investment  income  and
$5,363,254  and $4,044,956  was a return of capital,  respectively.  The monthly
annualized cash  distribution  rate to limited  partners was 12.75% for 1998 and
1997, of which 1.0% and 3.90% was  investment  income and 11.75% and 8.85% was a
return of capital,  respectively,  calculated as a percentage of each  partner's
initial  capital  contribution.  The limited partner  distribution  per weighted
average unit  outstanding  for the nine months ended September 30, 1998 and 1997
was $9.56, of which $.34 and $2.92 was investment income and $8.81 and $6.64 was
a return of capital, 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 sales to the Partners.  The Partnership
has not, and will not reinvest in any leased  equipment  during the  Disposition
Period.  As a result of the Partnership's  entering into the Disposition  Phase,
future monthly  distributions  could, and are expected to fluctuate depending on
the amount of asset sale and re-lease proceeds received during that period.

     The Partnership relies on computer  information systems for its transaction
processing  and for general data  processing.  The Year 2000 issue arose because
many existing  computer  programs have been written using two digits rather than
four to define the  applicable  year. As a result,  the program could  interpret
dates  ending in "00" as the year 1900  rather  than the year  2000.  In certain
cases,  such errors  could  result in system  failures or  miscalculations  that
disrupt the operation of the affected businesses.

     The Partnership uses computer  information  systems provided by the General
Partner and has no computer information systems of its own. The software related
to the General  Partner's primary computer  information  systems are provided by
third parties vendors. The General Partner has formally  communicated with these
vendors and has received  assurance that their programs are Year 2000 compliant.
In addition,  the General Partner has gathered  information  about the Year 2000
readiness of  significant  vendors and  third-party  servicers  and continues to
monitor  developments  in this area.  All of the  General  Partner's  peripheral
computer  technologies,  such as its  network  operating  system and third party
software  applications,  including  payroll  and  electronic  banking  have been
evaluated and have been found to be Year 2000 compliant.  The ultimate impact of
the Year 2000  issue on the  Partnership  will  depend to a great  extent on the
manner in which the issue is addressed by the Partnership's lessees. Each of the
Partnership's  lessees will have a material  self interest in resolving any Year
2000 issue, however, non-compliance on the part of a lessee could result in lost
or  delayed  revenues  to the  Partnership.  The  effect  of  this  risk  to the
Partnership is not  determinable.
<PAGE>

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

                               September 30, 1998

     The General Partner is responsible for costs relating to the assessment and
development of its Year 2000 compliance remediation plan, as well as the testing
of the hardware and software owned or licensed for its personal  computers.  The
General  Partner's  costs  incurred to date and  expected  future  costs are not
material.

      As of  September  30,  1998,  except as noted  above,  there were no known
trends or demands, commitments, events or uncertainties which are likely to have
a material effect on liquidity. As cash is realized from operations and sales of
equipment, the Partnership will make cash distributions, where it deems it to be
prudent while  retaining  sufficient cash to meet its reserve  requirements  and
recurring obligations as they become due.


<PAGE>


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


PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

No reports on Form 8-K were filed by the  Partnership  during the quarter  ended
September 30, 1998.


<PAGE>


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



                                   SIGNATURES


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

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




      February 18, 1999              /s/ Kevin F. Redmond
------------------------------       -------------------------------------------
            Date                     Kevin F. Redmond
                                     Vice President and Chief Financial Officer
                                     (Principal financial and account officer of
                                     the General Partner of the Registrant)




<PAGE>