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


                                    FORM 10-Q



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

For the quarterly period ended              September 30, 2003
                              --------------------------------------------------


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

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

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

PART I - FINANCIAL INFORMATION
------------------------------
Item 1.  Financial Statements

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

                      Condensed Consolidated Balance Sheets


                                                   September 30,   December 31,
                                                       2003            2002
                                                       ----            ----
                                                    (unaudited)

         Assets
         ------

Cash and cash equivalents                          $     120,510   $    746,808
                                                   -------------   ------------

Investment in finance leases
   Minimum rents receivable                            1,701,765      2,590,191
   Estimated unguaranteed residual values, net         2,491,033      3,197,247
   Unearned income                                       (55,462)      (120,426)
   Allowance for doubtful accounts                      (652,141)      (638,167)
                                                   -------------   ------------
                                                       3,485,195      5,028,845
                                                   -------------   ------------

Investment in operating leases
   Equipment at cost                                  20,707,984     21,554,842
   Accumulated depreciation                           (7,957,884)    (7,261,999)
                                                   -------------   ------------

                                                      12,750,100     14,292,843
                                                   -------------   ------------

Investment in financings
   Receivables due in installments                     2,470,172      3,157,773
   Unearned income                                       (16,833)       (81,826)
   Allowance for doubtful accounts                    (1,331,570)    (1,331,570)
                                                   -------------   ------------

                                                       1,121,769      1,744,377
                                                   -------------   ------------

Investments in unconsolidated joint ventures             189,679        216,489
                                                   -------------   ------------

Other assets, net                                        133,310        478,032
                                                   -------------   ------------

Total assets                                       $  17,800,563   $ 22,507,394
                                                   -------------   ------------


                                                        (continued on next page)
<PAGE>

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

                Condensed Consolidated Balance Sheets - Continued

<TABLE>
<CAPTION>


                                                         September 30,   December 31,
                                                             2003            2002
                                                             ----            ----
                                                          (unaudited)

         Liabilities and Partners' Equity
         --------------------------------

<S>                                                      <C>             <C>
Notes payable - non-recourse                             $   9,657,129   $ 11,352,510
Security deposits, deferred credits and other payables         711,137      1,667,953
Deferred income                                              1,058,713        483,436
Accounts payable - General Partner and affiliate               563,277        529,572
Minority interests in consolidated joint ventures              113,868        178,217
                                                         -------------   ------------

Total liabilities                                           12,104,124     14,211,688
                                                         -------------   ------------

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                            (462,760)      (436,768)
   Limited Partners (607,856 units outstanding,
     $100 per unit original issue price)                     6,159,199      8,732,474
                                                         -------------   ------------

Total partners' equity                                       5,696,439      8,295,706
                                                         -------------   ------------

Total liabilities and partners' equity                   $  17,800,563   $ 22,507,394
                                                         =============   ============

</TABLE>














See accompanying notes to condensed consolidated financial statements.
<PAGE>

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

                 Condensed Consolidated Statements of Operations

                                   (unaudited)

<TABLE>
<CAPTION>


                                                              Three Months                   Nine Months
                                                            Ended September 30,          Ended September 30,
                                                         2003           2002           2003             2002
                                                         ----           ----           ----             ----
<S>                                                 <C>            <C>            <C>               <C>
Revenues
  Rental income                                     $    301,227   $     696,839  $     816,375     $  2,093,664
  Finance income                                          36,358         168,540        446,622          739,141
  (Loss) gain on sales of equipment                         (574)       (128,274)       312,147         (203,557)
  Interest income and other                               11,975           8,347        210,626           20,640
  Loss from investments in
    unconsolidated joint ventures                         (5,334)         (4,989)       (25,022)         (19,952)
                                                    ------------   -------------  -------------     ------------


  Total revenues                                         343,652         740,463      1,760,748        2,629,936
                                                    ------------   -------------  -------------     ------------

Expenses
  Depreciation                                           399,967         399,967      1,199,900        1,409,906
  Interest                                               293,227         325,034        886,576        1,031,294
  General and administrative                              68,763         118,699        389,443          455,262
  Management fees - General Partner                       35,913         122,375        184,704          329,057
  Administrative expense reimbursements -
     General Partner                                      17,022          91,565        114,587          204,470
  Amortization of initial direct costs and other           2,428          12,734         10,793           51,546
  Minority interest (expense) income
     in consolidated joint ventures                       (3,733)         11,878        (64,349)         (99,962)
  Provision (reversal)for bad debts, net                  -             (700,000)       -               (260,000)
                                                    ------------   -------------  -------------     ------------

  Total expenses                                         813,587         382,252      2,721,654        3,121,573
                                                    ------------   -------------  -------------     ------------

Net (loss) income                                   $   (469,935)  $     358,211  $    (960,906)    $   (491,637)
                                                    ============   =============  =============     ============

Net (loss) income allocable to:
  Limited Partners                                  $   (465,236)  $     354,629  $    (951,297)    $   (486,721)
  General Partner                                         (4,699)          3,582         (9,609)          (4,916)
                                                    ------------   -------------  -------------     ------------

                                                    $   (469,935)  $     358,211  $    (960,906)    $   (491,637)
                                                    ============   =============  =============     ============
Weighted average number of limited
  partnership units outstanding                          607,856         607,856        607,856          607,856
                                                    ============   =============  =============     ============

Net (loss) income per weighted average
  limited partnership unit                          $      (.77)   $         .58  $       (1.57)    $       (.80)
                                                    ============   =============  =============     ============
</TABLE>


See accompanying notes to condensed consolidated financial statements.
<PAGE>

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

         Condensed Consolidated Statement of Changes in Partners' Equity

                      Nine Months Ended September 30, 2003

                                   (unaudited)

                          Limited Partner Distributions
                          -----------------------------

<TABLE>
<CAPTION>



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

<S>                         <C>            <C>             <C>             <C>           <C>
Balance at
   January 1, 2003                                         $  8,732,474    $ (436,768)   $ 8,295,706

Cash distributions
   to partners              $    2.67      $    -            (1,621,978)      (16,383)    (1,638,361)

Net loss                                                       (951,297)       (9,609)      (960,906)
                                                           ------------    ----------    -----------

Balance at
   September 30, 2003                                      $  6,159,199    $ (462,760)   $ 5,696,439
                                                           ============    ==========    ===========

</TABLE>



















See accompanying notes to condensed consolidated financial statements.
<PAGE>

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

                 Condensed Consolidated Statements of Cash Flows

                         Nine Months Ended September 30,

                                   (unaudited)


<TABLE>
<CAPTION>


                                                                      2003           2002
                                                                      ----           ----

<S>                                                               <C>            <C>
Cash flows from operating activities:
   Net loss                                                       $  (960,906)   $   (491,637)
                                                                  -----------    ------------
   Adjustments to reconcile net loss to net
     cash provided by operating activities:
       Depreciation                                                 1,199,900       1,409,906
       Rental income - paid directly to lenders by lessees           (675,000)     (1,845,000)
       Provision (reversal)for bad debts, net                          -             (260,000)
       Finance income portion of receivables paid directly
         to lenders by lessees                                        (33,726)       (130,562)
       Amortization of initial direct costs                            10,793          51,546
      (Gain) loss on sales of equipment                              (312,147)        203,557
       Interest expense on non-recourse financing paid
         directly by lessees                                          857,995         832,748
       Loss from investments in unconsolidated joint ventures          25,022          19,952
       Minority interest in consolidated joint ventures               (64,349)        (99,962)
       Changes in operating assets and liabilities, net             1,518,564       4,976,202
                                                                  -----------    ------------
         Total adjustments                                          2,527,052       5,158,387
                                                                  -----------    ------------

       Net cash provided by operating activities                    1,566,146       4,666,750
                                                                  -----------    ------------

Cash flows from investing activities:
   Proceeds from sales of equipment                                   484,966       2,149,734
   Distributions received from unconsolidated joint ventures            1,788         -
                                                                  -----------    ------------

       Net cash provided by investing activities                      486,754       2,149,734
                                                                  -----------    ------------
</TABLE>






                                                        (continued on next page)
<PAGE>

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

           Condensed Consolidated Statements of Cash Flows - Continued

                         Nine Months Ended September 30,

                                   (unaudited)

<TABLE>
<CAPTION>



                                                                      2003           2002
                                                                      ----           ----

<S>                                                                <C>             <C>
Cash flows from financing activities:
   Principal payments on non-recourse debt                         (1,040,837)     (4,751,906)
   Cash distributions to partners                                  (1,638,361)     (1,461,241)
                                                                  -----------    ------------

       Net cash used in financing activities                       (2,679,198)     (6,213,147)
                                                                  -----------    ------------

Net (decrease) increase in cash and cash equivalents                 (626,298)        603,337

Cash and cash equivalents at beginning of period                      746,808       1,363,922
                                                                  -----------    ------------

Cash and cash equivalents at end of period                        $   120,510    $  1,967,259
                                                                  ===========    ============


</TABLE>






















                                                        (continued on next page)
<PAGE>

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

           Condensed Consolidated Statements of Cash Flows - Continued

Supplemental Disclosures of Cash Flow Information
-------------------------------------------------

     During  the  nine  months  ended  September  30,  2003 and  2002,  non-cash
activities included the following:





                                                          2003          2002
                                                          ----          ----
Principal and interest on direct finance receivables
   paid directly to lenders by lessees                 $  232,614   $ 3,710,055
Rental income on operating lease receivables
   paid directly to lender by lessees                     675,000     1,845,000
Principal and interest on non-recourse
   debt paid directly by lessees                         (907,614)   (5,555,055)
                                                       ----------   -----------

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

Non-recourse debt assumed by lessees upon
   lease termination                                   $  604,925   $    -
                                                       ==========   ===========

Interest paid directly to lenders by lessees
   pursuant to non-recourse financing                  $  857,995   $   832,748

Other interest paid                                        28,581       198,546
                                                       ----------   -----------

Total interest expense                                 $  886,576   $ 1,031,294
                                                       ==========   ===========













See accompanying notes to condensed consolidated financial statements.
<PAGE>

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

              Notes to Condensed Consolidated Financial Statements

                               September 30, 2003
                                   (unaudited)

1.   Basis of Presentation

     The condensed 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  condensed  consolidated
financial  statements  should  be  read in  conjunction  with  the  consolidated
financial  statements and notes included in the Partnership's 2002 Annual Report
on Form 10-K. Certain 2002 amounts have been reclassified to conform to the 2003
presentation.

     The General  Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut  Corporation.  The General Partner manages and controls
the  business  affairs of the  Partnership's  equipment,  leases  and  financing
transactions under a management agreement with the Partnership.

2.   Disposition Period

     The  Partnership's   reinvestment  period  ended  on  July  31,  1998.  The
disposition  period began 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 has not and
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 nine months ended September 30, 2003 and 2002 are as follows:

                               2003           2002
                               ----           ----

Management fees             $ 184,704      $ 329,057    Charged to operations
Administrative expense
  reimbursements              114,587        204,470    Charged to operations
                            ---------      ---------

Total                       $ 299,291      $ 533,527
                            =========      =========

     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 Condensed 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  joint  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 Partners
L.L.C.  I, ("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  Aerovias  de  Mexico,  S.A.  de  C.V.
("Aeromexico")  under a lease which expired in October 2002. In November 2002 an
extension  agreement was consummated with Aeromexico.  The lease extension terms
call for a 15 month  rental at $75,000  per month.  At the end of the 15 months,
Aeromexico has an option to renew for two  twelve-month  renewal  periods at the
then  current  fair market  value  rental  rate.  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  condensed  consolidated  financial  statements
include 100% of the assets, liabilities, 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  condensed  consolidated  balance
sheets and as minority interest income on the condensed consolidated  statements
of operations.

     ICON Receivables 1997-B LLC
     ---------------------------

     In August 1997, the Partnership and its affiliates,  L.P. Six and ICON Cash
Flow Partners L.P.  Seven ("L.P.  Seven"),  formed ICON  Receivables  1997-B LLC
("1997-B").  The  Partnership,  L.P. Six and L.P. Seven each  contributed  cash,
equipment  leases and  residuals and received a 75%,  8.33% and 16.67%  interest
respectively,  in 1997-B.  The Partnership's  condensed  consolidated  financial
statements  include  100% of the assets,  liabilities,  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 condensed  consolidated
balance sheets and minority  interest income in  consolidated  joint ventures on
the condensed 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.
<PAGE>

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

        Notes to Condensed Consolidated Financial Statements - Continued

     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 expired in November
2002. At that time an extension  agreement was consummated with Aeromexico.  The
lease  extention  terms call for a 15 month rental at $75,000 per month.  At the
end of the 15  months,  Aeromexico  has an option to renew for two  twelve-month
renewal  periods  at the  then  current  fair  market  value  rental  rate.  The
Partnership and L.P. Six acquired interests of 1% and 99%, respectively, in ICON
Cash  Flow  LLC II.  ICON  Cash  Flow LLC II  acquired  the  aircraft,  assuming
non-recourse debt and utilizing  contributions received from the Partnership and
L.P. Six. 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
original  investment  was  recorded  at cost  and is  adjusted  by its  share of
earnings,  losses  and  distributions.  The  outstanding  non-recourse  debt  at
September 30, 2003 was $9,001,618.

     Information  as to the unaudited  results of operations for the nine months
ended September 30, 2003 and 2002 is summarized below:

                                    Nine Months Ended     Nine Months Ended
                                   September 30, 2003     September 30, 2002
                                   ------------------     ------------------

Net loss                             $   (1,256,165)        $      (78,048)
                                     ==============         ==============

Partnership's share of net loss      $      (12,562)        $         (781)
                                     ==============         ==============


     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 which was on lease to  Continental  Airlines,
Inc.  subject to a lease that expired on April 30, 2003.  Effective May 1, 2003,
the aircraft was leased to a new lessee, World Airlines, Inc. for an eight month
term with variable  payments based on hours used and an option for an additional
four  months  under  similar  payment  plan.  The  Partnership  and  L.P.  Seven
contributed 1% and 99% of the cash required for such acquisition,  respectively,
to ICON  Cash  Flow LLC III.  ICON  Cash  Flow LLC III  acquired  the  aircraft,
assuming  non-recourse  debt  and  utilizing  contributions  received  from  the
Partnership and L.P. Seven. The Partnership  accounts for its investment in ICON
Cash Flow LLC III under the equity method of accounting.
<PAGE>

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

        Notes to Condensed Consolidated Financial Statements - Continued

     Information  as to the unaudited  results of operations for the nine months
ended September 30, 2003 and 2002 is summarized below:

                                    Nine Months Ended     Nine Months Ended
                                   September 30, 2003     September 30, 2002
                                   ------------------     ------------------

Net income                           $      334,563         $      364,308
                                     ==============         ==============

Partnership's share of net income    $        3,345         $        3,643
                                     ==============         ==============

Distributions                        $      178,800         $      -
                                     ==============         ==============

Partnership's share of distributions $        1,788         $      -
                                     ==============         ==============


     ICON Receivables 1997-A LLC
     ---------------------------

     In March 1997, the Partnership and its affiliates, ICON Cash Flow Partners,
L.P.,  Series D ("Series D") and L.P. Six, L.P. Seven  contributed  and assigned
equipment lease and finance receivables and residuals to ICON Receivables 1997-A
LLC  ("1997-A").  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.  As of September 30, 2003, the Partnership,  Series D, L.P.
Six  and  L.P.  Seven  own  31.19%,   17.81%,   31.03%  and  19.97%   interests,
respectively,  in 1997-A. The Partnership  accounts for its investment in 1997-A
under the equity method of accounting.

     Information  as to the unaudited  results of operations for the nine months
ended September 30, 2003 and 2002 is summarized below:

                                    Nine Months Ended      Nine Months Ended
                                   September 30, 2003     September 30, 2002
                                   ------------------     ------------------

Net loss                             $      (50,673)        $      (73,135)
                                     ==============         ==============

Partnership's share of net loss      $      (15,805)        $      (22,814)
                                     ==============         ==============

5.   Equipment sales

     During the nine month period ended September 30, 2003, the Partnership sold
equipment for a net gain of $312,147.  The majority of this gain was a result of
the sale of  equipment  to Vermont  Yankee with a net book value of $344,843 for
total proceeds of $797,529, resulting in a gain of $452,686.
<PAGE>

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

                               September 30, 2003

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

     Forward-Looking  Information - The following discussion and analysis should
be read in conjunction with the audited financial  statements dated December 31,
2002.  Certain  statements  within this document may constitute  forward-looking
statements made pursuant to the safe harbor provision of the Private  Securities
Litigation  Reform Act of 1995. These statements are identified by words such as
"anticipate," "believe," "estimate," "expects," "intend," "predict" or "project"
and similar  expressions.  This information may involve risks and  uncertainties
that could cause actual results to differ  materially  from the  forward-looking
statements. Although the Partnership believes that the expectations reflected in
such  forward-looking  statements  are  based on  reasonable  assumptions,  such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ materially from those projected.

Results of Operations for the Three Months Ended September 30, 2003 and 2002

     Revenues  for the three months ended  September  30, 2003 ("2003  Quarter")
were  $343,652,  representing  a decrease  of  $396,811  or 53.6% from the three
months ended September 30, 2002 ("2002  Quarter").  The decrease in revenues was
primarily caused by a decrease in rental income of $395,612, which resulted from
the extension agreement for the Aerovias de Mexico, S.A. de C.V.  ("Aeromexico")
lease at reduced rentals. In addition, finance income decreased by $132,182, due
to the  reduction  in the average  size of the finance  lease  portfolio.  These
decreases  were offset by a reduction  in loss (gain) on sales of  equipment  of
$127,700,  from a loss of $128,274 in the 2002  Quarter to a loss of $574 in the
2003 Quarter.

     Expenses for the 2003 Quarter were  $813,587,  representing  an increase of
$431,335  or 112.8% from the 2002  Quarter.  The  increase  in expenses  was due
primarily  to the  reversal  of a provision  for bad debts in 2002 of  $700,000.
Management fees and administrative expense  reimbursements  decreased by $86,462
and $74,543,  respectively,  as a result of the reduction in the average size of
the Partnership's lease portfolio. General and administrative expenses decreased
by $49,936 due mainly to a decrease in professional fees.

     Net (loss) income for the 2003 Quarter and the 2002 Quarter was  $(469,935)
and $358,211,  respectively.  The net (loss) income per weighted average limited
partnership  unit  outstanding was $(.77) and $.58 for the 2003 Quarter and 2002
Quarter, respectively.

Results of Operations for the Nine Months Ended September 30, 2003 and 2002

     Revenues for the nine months ended  September 30, 2003 ("2003 Period") were
$1,760,748,  representing  a decrease  of $869,188 or 33.0% from the nine months
ended September 30, 2002 ("2002 Period"). The decrease in revenues was primarily
caused by a decrease in rental  income of  $1,277,289,  which  resulted from the
extension  agreement for the Aeromexico lease at reduced  rentals.  In addition,
finance income  decreased by $292,519,  due to the reduction in the average size
of the finance lease  portfolio.  These  decreases were  partially  offset by an
increase  in gain  (loss)  on sales of  equipment  of  $515,704,  from a loss of
$203,557 in the 2002 Period to a gain of $312,147 in the 2003  Period.  Interest
income  and other also  increased  by  $189,986,  which was  primarily  due to a
one-time  adjustment based on a revised  estimate of residual value  obligations
outstanding.
<PAGE>

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

                               September 30, 2003

     Expenses for the 2003 Period were  $2,721,654,  representing  a decrease of
$399,919 or 12.8% from the 2002  Period.  The  decrease in expenses was due to a
decrease in  depreciation  expense of $210,006 in the 2003 Period because of the
termination of an operating  lease.  Interest expense also decreased by $144,718
due to a reduction in the average debt outstanding from 2002 to 2003. Management
fees  and  administrative  expense  reimbursements  decreased  by  $144,353  and
$89,883,  respectively,  as a result of the reduction in the average size of the
Partnership's  lease portfolio.  Also, general and administrative  expenses were
decreased by $65,819 due mainly to a decrease in professional  fees. In the 2002
Period,  the  Partnership  reversed  $260,000  related to its  provision for bad
debts, which partially offset the decrease in expenses.

     Net loss for the 2003 Period and the 2002 Period was $960,906 and $491,637,
respectively.  The net  loss  per  weighted  average  limited  partnership  unit
outstanding   was  $1.57  and  $.80  for  the  2003  Period  and  2002   Period,
respectively.

Liquidity and Capital Resources

     The  Partnership's  primary  sources of funds for the 2003  Period were net
cash provided by operating  activities of $1,566,146  and proceeds from sales of
equipment  of  $484,966.  These  funds,  as well as funds held in reserve by the
Partnership,  were used to pay cash  distributions to partners of $1,638,361 and
debt repayments of $1,040,837.

     Cash  distributions to limited partners for the 2003 Period and 2002 Period
totaled  $1,621,978 and  $1,446,694,  respectively.  It is anticipated  that the
Partnership  will continue to generate  sufficient cash from operations in order
to meet its current obligations.

     The  Partnership's   reinvestment  period  ended  on  July  31,  1998.  The
disposition  period began on 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 September 30, 2003, 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.

     We do not  consider  the impact of inflation to be material in the analysis
of our overall operations.

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.
<PAGE>

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

                               September 30, 2003

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

Item 4.   Controls and Procedures

     Beaufort  J.B.  Clarke and Thomas W. Martin,  the  Principal  Executive and
Principal Financial Officers,  respectively,  of ICON Capital Corp. ("ICC"), the
General Partner of the Partnership,  have evaluated the disclosure  controls and
procedures of the  Partnership as of the quarter  ending  September 30, 2003. As
used herein, the term "disclosure controls and procedures" has the meaning given
to the term by Rule 13a-14 under the Securities Exchange Act of 1934, as amended
("Exchange  Act"),  and  includes  the  controls  and  other  procedures  of the
Partnership  that  are  designed  to  ensure  that  information  required  to be
disclosed by the Partnership in the reports that it files with the SEC under the
Exchange Act is recorded,  processed,  summarized  and reported  within the time
periods  specified  in the SEC's rules and forms.  As part of their  evaluation,
Messrs. Clarke and Martin conferred with the finance and accounting staff of ICC
and the finance and accounting  staff of ICON Holdings Corp., the parent of ICC.
Based upon their evaluation,  Messrs.  Clarke and Martin have concluded that the
Partnership's  disclosure  controls and procedures provide reasonable  assurance
that the information  required to be disclosed by the Partnership in this report
is  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the SEC's rules and forms  applicable  to the  preparation  of this
report.

     There  have  been no  significant  changes  in the  Partnership's  internal
controls or in other factors that could  significantly  affect the Partnership's
internal  controls  subsequent to the evaluation  described  above  conducted by
ICC's principal executive and financial officers.
<PAGE>

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

PART II - OTHER INFORMATION
---------------------------

Item 1 - Legal Proceedings
--------------------------

     The  Partnership,  from  time-to-time,  in the ordinary course of business,
commences  legal actions when  necessary to protect or enforce the rights of the
Partnership. We are not a defendant party to any litigation and are not aware of
any pending or threatened litigation against the Partnership.

Item 6 -  Exhibits and Reports on Form 8-K
------------------------------------------

(a)  Exhibits

32.1 Certification of Chairman and Chief Executive Officer.

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

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

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



       November 13, 2003          /s/ Thomas W. Martin
       ----------------           -----------------------------------
           Date                   Thomas W. Martin
                                  Executive Vice President
                                  (Principal Financial and Accounting Officer of
                                  the General Partner of the Partnership)
<PAGE>

                              Certifications - 10-Q
                              ---------------------


EXHIBIT 32.1

I,   Beaufort J.B.  Clarke,  certify  that:

1.   I have reviewed this  quarterly  report of ICON Cash Flow  Partners,  L.P.,
     Series E;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the Partnership as of, and for, the periods presented in this report;

4.   The  Partnership's  other  certifying  officer  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the Partnership and have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          Partnership, including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     (b)  Designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     (c)  Evaluated the effectiveness of the Partnership's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     (d)  Disclosed  in this  report  any change in the  Partnership's  internal
          control   over   financial   reporting   that   occurred   during  the
          Partnership's most recent fiscal quarter that has materially affected,
          or is  reasonably  likely  to  materially  affect,  the  Partnership's
          internal control over financial reporting; and

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

     (a)  All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to adversely  affect the  Partnership's  ability to
          record, process, summarize and report financial information; and

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

Dated:  November 13, 2003

/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>

                              Certifications - 10-Q
EXHIBIT 32.2
I, Thomas W. Martin, certify that:

1.   I have reviewed this  quarterly  report of ICON Cash Flow  Partners,  L.P.,
     Series E;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the Partnership as of, and for, the periods presented in this report;

4.   The  Partnership's  other  certifying  officer  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the Partnership and have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          Partnership, including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     (b)  Designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     (c)  Evaluated the effectiveness of the Partnership's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     (d)  Disclosed  in this  report  any change in the  Partnership's  internal
          control   over   financial   reporting   that   occurred   during  the
          Partnership's most recent fiscal quarter that has materially affected,
          or is  reasonably  likely  to  materially  affect,  the  Partnership's
          internal control over financial reporting; and

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

     (a)  All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to adversely  affect the  Partnership's  ability to
          record, process, summarize and report financial information; and

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

Dated:  November 13, 2003

/s/ Thomas W. Martin
----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer
of the General Partner of the Partnership)
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)

                               September 30, 2003

EXHIBIT 33.1

     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  September 30, 2003
     (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:  November 13, 2003



/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)

                               September 30, 2003

EXHIBIT 33.2

     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  September 30, 2003
     (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:  November 13, 2003



/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