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


                                    FORM 10-Q



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

For the period ended                        September 30, 2000
                     -----------------------------------------------------------

[ ] 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)


              111 Church Street, White Plains, New York 10601-1505
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)


                                 (914) 993-1700
--------------------------------------------------------------------------------
               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,
                                                       2000            1999

       Assets

<S>                                                <C>             <C>
Cash ...........................................   $  2,199,584    $  2,073,759
                                                   ------------    ------------

Investment in finance leases
   Minimum rents receivable ....................     17,918,425      26,598,335
   Estimated unguaranteed residual values ......      7,968,873       8,420,547
   Unearned income .............................     (3,045,531)     (4,853,392)
   Allowance for doubtful accounts .............     (1,286,963)     (1,237,909)
                                                   ------------    ------------
                                                     21,554,804      28,927,581

Investment in financings
   Receivables due in installments .............     11,861,056      18,214,488
   Unearned income .............................     (1,485,847)     (2,438,302)
   Allowance for doubtful accounts .............       (735,231)       (735,231)
                                                   ------------    ------------
                                                      9,639,978      15,040,955
                                                   ------------    ------------

Investment in operating leases
   Equipment, at cost ..........................     20,707,984      20,707,984
   Accumulated depreciation ....................     (4,437,591)     (3,997,183)
                                                   ------------    ------------
                                                     16,270,393      16,710,801

Investments in unconsolidated joint ventures ...        581,479         818,191
                                                   ------------    ------------

Other assets ...................................      1,405,595       1,259,331
                                                   ------------    ------------

Total assets ...................................   $ 51,651,833    $ 64,830,618
                                                   ============    ============


                                                        (continued on next page)

</TABLE>


<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                   (unaudited)
<TABLE>

                                                            September 30,   December 31,
                                                                 2000           1999

       Liabilities and Partners' Equity

<S>                                                         <C>             <C>
Notes payable - securitized debt ........................   $ 17,073,069    $ 25,691,428
Notes payable - non-recourse ............................     19,270,600      21,127,810
Security deposits, deferred credits and other payables ..      2,793,328       2,758,365
Minority interests in consolidated joint ventures .......        693,864         560,626
                                                            ------------    ------------
                                                              39,830,861      50,138,229

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ......................................       (401,641)       (372,938)
   Limited partners (607,856 units outstanding,
     $100 per unit original issue price in 2000 and 1999,
     respectively) ......................................     12,222,613      15,065,327
                                                            ------------    ------------

Total partners' equity ..................................     11,820,972      14,692,389
                                                            ------------    ------------

Total liabilities and partners' equity ..................   $ 51,651,833    $ 64,830,618
                                                            ============    ============


</TABLE>













See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Operations

                                   (unaudited)
<TABLE>

                                                     For the Three Months                For the Nine Months
                                                      Ended September 30,                Ended September 30,
                                                      2000           1999                 2000          1999

Revenues
<S>                                            <C>            <C>            <C>            <C>
Finance income .............................   $   941,365    $ 1,370,980    $ 2,970,483    $ 4,603,894
Rental income ..............................       615,000        615,000      1,845,000      1,845,000
   Gain on sales of equipment ..............        94,851        535,577        233,104        770,489
Interest income and other ..................        39,326         33,887        134,364        153,236
   Income (loss) from investments in
     unconsolidated joint ventures .........      (162,042)        75,407        (96,084)       185,887
                                               -----------    -----------    -----------    -----------

   Total revenues ..........................     1,528,500      2,630,851      5,086,867      7,558,506
                                               -----------    -----------    -----------    -----------

Expenses
   Interest ................................       768,525        986,081      2,328,264      3,210,766
   General and administrative ..............       184,316        158,584        552,299        546,361
   Minority interest expense in consolidated
     joint ventures ........................        49,983       (148,351)       170,384         (1,143)
   Provision for bad debts .................          --          900,000           --        1,000,000
   Administrative expense reimbursements
     General partner .......................       130,927        111,319        363,366        392,633
   Management fees-General partner .........       211,511        191,764        603,916        665,847
   Depreciation ............................       146,803        146,803        440,408        440,408
   Amortization of initial direct costs ....         3,559          6,375         19,686         27,522
                                               -----------    -----------    -----------    -----------

Total expenses .............................     1,495,624      2,352,575      4,478,323      6,282,394
                                               -----------    -----------    -----------    -----------

Net income .................................   $    32,876    $   278,276    $   608,544    $ 1,276,112
                                               ===========    ===========    ===========    ===========

Net income allocable to:
   Limited partners ........................   $    32,547    $   275,493    $   602,458    $ 1,263,351
   General Partner .........................           329          2,783          6,086         12,761
                                               -----------    -----------    -----------    -----------

                                               $    32,876    $   278,276    $   608,544    $ 1,276,112
                                               ===========    ===========    ===========    ===========

Weighted average number of limited
   partnership units outstanding                   607,856        607,863        607,856        607,863
                                               ===========    ===========    ===========    ===========

Net income per weighted average
   limited partnership unit                    $       .05    $       .45    $       .99    $      2.08
                                               ===========    ===========    ===========    ===========
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>


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

             Consolidated Statements of Changes in Partners' Equity

              For the Nine Months Ended September 30, 2000 and the
                          Year Ended December 31, 1999

                                   (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, 1998                                      $17,227,175    $(351,105)   $16,876,070

Cash distributions
   to partners                 $3.56         $3.65         (4,381,933)     (44,258)    (4,426,191)

Net income                                                  2,220,085       22,425      2,242,510
                                                          -----------    ---------    -----------

Balance at
   December 31, 1999                                       15,065,327     (372,938)    14,692,389

Cash distributions
   to partners                 $4.68         $ .99         (3,445,172)     (34,789)    (3,479,961)

Net income                                                    602,458        6,086        608,544
                                                          -----------    ---------    -----------

Balance at
   September 30, 2000                                     $12,222,613    $(401,641)   $11,820,972
                                                          ===========    =========    ===========



</TABLE>








See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Cash Flows

                     For the Nine Months Ended September 30,

                                   (unaudited)
<TABLE>

                                                                             2000            1999
                                                                             ----            ----
Cash flows provided by operating activities:
<S>                                                                      <C>             <C>
   Net income .........................................................  $    608,544    $  1,276,112
                                                                         ------------    ------------
   Adjustments to reconcile net income to net
     cash provided by operating activities:
      Depreciation ....................................................       440,408         440,408
      Rental income - paid directly to lenders by lessees .............    (1,845,000)     (1,845,000)
      Provision for bad debts .........................................          --         1,000,000
      Finance income portion of receivables paid directly
         to lenders by lessees ........................................    (1,014,883)     (1,474,515)
      Amortization of initial direct costs ............................        19,686          27,522
      Net gain on sales of equipment ..................................      (233,104)       (770,489)
      Interest expense on non-recourse financing paid
         directly by lessees ..........................................     1,332,413       1,691,241
      Loss (income) from investments in unconsolidated joint ventures .        96,084        (185,887)
      Minority interest expense .......................................       170,384
    Changes in operating assets and liabilities:
     Collection of principal - non-financed receivables ...............    12,417,697       8,286,300
     Distributions received from unconsolidated joint ventures ........       140,629         505,778
     Security deposits, deferred credits and other payables ...........        34,963        (316,966)
     Accounts receivable from General Partner and affiliates, net .....          --           160,151
     Other assets .....................................................      (146,264)          6,547
     Minority interests in consolidated joint ventures ................       (37,146)        (56,807)
     Other, net .......................................................       216,467         (91,736)
                                                                         ------------    ------------

      Total adjustments ...............................................    11,592,334       7,376,547
                                                                         ------------    ------------

      Net cash provided by operating activities .......................    12,200,878       8,652,659
                                                                         ------------    ------------

Cash flows from investing activities:
   Proceeds from sales of equipment ...................................     1,880,477       3,155,343
                                                                         ------------    ------------

     Net cash provided by investing activities ........................     1,880,477       3,155,343
                                                                         ------------    ------------

                                                        (continued on next page)
</TABLE>


<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>

                                                     2000           1999
                                                     ----           ----

Cash flows from financing activities:
<S>                                               <C>             <C>
   Principal payments on securitized debt ...     (8,618,359)     (8,394,355)
   Proceeds from non-recourse debt ..........     11,943,528
   Principal payments on non-recourse debt ..    (13,800,738)
   Cash distributions to partners ...........     (3,479,961)     (3,658,425)
                                                ------------    ------------

      Net cash (used in) financing activities    (13,955,530)    (12,052,780)
                                                ------------    ------------

Net increase (decrease) in cash .............        125,825        (244,778)

Cash at beginning of period .................      2,073,759       2,336,094
                                                ------------    ------------

Cash at end of period .......................   $  2,199,584    $  2,091,316
                                                ============    ============

</TABLE>




















See accompanying notes to consolidated financial statements.


<PAGE>


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

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 2000

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 1999
Annual Report on Form 10-K.

2.     Disposition Period

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

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, 2000 and 1999 are as follows:

                              2000           1999
                              ----           ----

Management fees             $603,916      $  665,847       Charged to operations

Administrative expense
  reimbursements             363,366         392,633       Charged to operations
                            --------      ----------

Total                       $967,282      $1,058,480
                            ========      ==========

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


<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

4.  Investments in Joint Ventures

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

     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.
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. L.P.  Six's  investment  in ICON Cash Flow LLC I has been
reflected as "Minority interests in consolidated joint ventures."

       ICON Receivables 1997-B L.L.C.

         In August 1997 the  Partnership,  L.P. Six and ICON Cash Flow  Partners
L.P. Seven ("L.P. Seven") formed 1997-B, a special purpose entity formed for the
purpose of originating  leases and securitizing its portfolio.  The Partnership,
L.P. Six and L.P.  Seven  contributed  $2,250,000  (75.00%  interest),  $250,000
(8.33%  interest) and $500,000  (16.67%  interest),  respectively to 1997-B.  In
order to fund the acquisition of leases,  1997-B obtained a warehouse  borrowing
facility from Prudential Securities Credit Corporation.  In October 1998, 1997-B
completed an equipment securitization.  The net proceeds from the securitization
of these assets were used to pay-off the  remaining  1997-B  warehouse  facility
balance and any remaining  proceeds were  distributed  to the 1997-B  members in
accordance  with their  membership  interests.  The  Partnership's  consolidated
financial  statements include 100% of the assets and liabilities of 1997-B. L.P.
Six and L.P.  Seven's  interests  in 1997-B  have been  reflected  as  "minority
interests in consolidated joint ventures."

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

     ICON Cash Flow Partners L.L.C. II

     In March 1995 the  Partnership  and L.P. Six formed a joint  venture,  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. The Partnership's  investment in the joint venture is accounted for
under the equity method.


<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 Cash Flow LLC II at September 30, 2000 is summarized below:

                                                 September 30, 2000

Assets                                               $17,789,760
                                                     ===========

Liabilities                                          $11,271,877
                                                     ===========

Equity                                               $ 6,517,883
                                                     ===========

Partnership's share of equity                        $    65,179
                                                     ===========

                                                  Nine Months Ended
                                                 September 30, 2000

Net income                                           $   611,779
                                                     ===========

Partnership's share of net income                    $     6,117
                                                     ===========

     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 a joint  venture,  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.  The
Partnership's  investment in the joint venture is accounted for under the equity
method.

     Information  as  to  the  unaudited   financial  position  and  results  of
operations of ICON Cash Flow LLC III at September 30, 2000 is summarized below:

                                                 September 30, 2000

Assets                                              $ 7,809,573
                                                    ===========

Liabilities                                         $ 3,577,323
                                                    ===========

Equity                                              $ 4,232,250
                                                    ===========

Partnership's share of equity                       $    42,321
                                                    ===========

                                                  Nine Months Ended
                                                 September 30, 2000

Net income                                          $   386,805
                                                    ===========

Partnership's share of net income                   $     3,865
                                                    ===========


<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

      ICON Receivables 1997-A L.L.C.

     In March 1997 three affiliates of the Partnership, ICON Cash Flow Partners,
L.P.,  Series D ("Series D"), L.P. Six and L.P. Seven,  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  leases,  managing existing  contributed assets and securitizing 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.  In September  1997,  1997-A
securitized  substantially  all of its equipment leases and finance  receivables
and residuals.  1997-A became the beneficial owner of a trust. The Partnership's
original  investment  was  recorded  at cost  and is  adjusted  by its  share of
earnings, losses and distributions thereafter.

      Information  as  to  the  unaudited  financial  position  and  results  of
operations of 1997-A at September 30, 2000 is summarized below:

                                               September 30, 2000

Assets                                            $10,906,111
                                                  ===========

Liabilities                                       $ 8,391,992
                                                  ===========

Equity                                            $ 2,514,119
                                                  ===========

Partnership's share of equity                     $   473,979
                                                  ===========

                                                Nine Months Ended
                                               September 30, 2000

Net (loss)                                        $  (340,318)
                                                  ===========

Partnership's share of net (loss)                 $  (106,066)
                                                  ===========

Distributions                                     $   450,866
                                                  ===========

Partnership's share of distributions              $   140,629
                                                  ===========

     1997-A recorded a provision for bad debt of $500,000 during the three month
period ended September 30, 2000.


<PAGE>


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

                               September 30, 2000

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 investments in unconsolidated  joint
ventures representing 46%, 21%, 32% and 1% of total investments at September 30,
2000,  respectively,  and 48%, 26%, 25% and 1% of total investments at September
30, 1999, respectively.

Results of Operations for the Three Months Ended September 30, 2000 and 1999

      Revenues  for the three months ended  September  30, 2000 were  $1,528,500
representing  a decrease  of  $1,102,351  from 1999.  The  decrease  in revenues
resulted  from  decreases  in  finance  income  of  $429,615,  gain on  sales of
equipment  of $440,726  and income from equity  investment  in joint  venture of
$237,449.  Finance income decreased due to a decrease in the average size of the
finance  lease  portfolio.  The decrease in sales of equipment  resulted  from a
decrease in the amount of  equipment  sold where the proceeds  received  were in
excess  of the  remaining  carrying  value.  The loss from  investment  in joint
venture in 2000  resulted  primarily  from a provision  for bad debt of $500,000
being  recorded in the third quarter of 2000 by the  underlying  joint  venture,
ICON Receivables  1997-A L.L.C.  ("1997-A").  There was no provision of bad debt
recorded in the 1999 third quarter.

      Expenses  for the three months ended  September  30, 2000 were  $1,495,624
representing a decrease of $856,951 from 1999. The decrease was due to decreases
in provision for bad debts of $900,000 and interest  expense of $217,556.  These
decreases  were  partially  offset by an increase in minority  interest in joint
venture of $198,334.  Based upon a review of historical  loss  experience and an
assessment of overall risk, the Partnership  determined that a provision for bad
debts was not required  for the three  months  ending  September  30, 2000.  The
decrease  in  interest   expense  resulted  from  a  decrease  in  average  debt
outstanding  from  1999 to 2000.  The  increase  in  minority  interest  expense
resulted  from  increased   earnings   levels  within  the   Partnership's   two
consolidated joint ventures.

      Net income for the three  months  ended  September  30,  2000 and 1999 was
$32,876 and $278,276,  respectively. The net income per weighted average limited
partnership unit was $.05 and $.45 for 2000 and 1999, respectively.

Results of Operations for the Nine Months Ended September 30, 2000 and 1999

      Revenues  for the nine months  ended  September  30, 2000 were  $5,086,867
representing  a decrease  of  $2,471,639  from 1999.  The  decrease  in revenues
resulted  from  decreases  in  finance  income of  $1,633,411,  gain on sales of
equipment of $537,385,  income from investment in unconsolidated  joint ventures
of $281,971 and interest income and other of $18,872.  Finance income  decreased
due to a decrease  in the  average  size of the  finance  lease  portfolio.  The
decrease  in sales of  equipment  resulted  from a  decrease  in the  amount  of
equipment  sold  where the  proceeds  received  were in excess of the  remaining
carrying value.  Income from investment in joint venture decreased primarily due
to the  $500,000  provision  for bad debt being  recorded by 1997-A in the third
quarter of 2000 with no provision for bad debt being recorded in 1999.




<PAGE>



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

      Expenses  for the nine months  ended  September  30, 2000 were  $4,478,323
representing  a decrease  of  $1,804,071  from  1999.  The  decrease  was due to
decreases  in  provision  for bad  debts  of  $1,000,000,  interest  expense  of
$882,502,  management fees of $61,931 and a decrease in administrative  expenses
of $29,267.  These  decreases were  partially  offset by an increase in minority
interest in joint venture of $171,527.  Based upon a review of  historical  loss
experience and an assessment of overall risk, the Partnership  determined that a
provision  for bad debts was not required for the nine months  ending  September
30, 2000. The decrease in interest  expense  resulted from a decrease in average
debt  outstanding  from  1999 to  2000.  The  decrease  in  management  fees and
administrative  expense was the result of a decrease in the average  size of the
lease investment  portfolio from 1999 to 2000. The increase in minority interest
expense  resulted from increased  earnings levels within the  Partnership's  two
consolidated joint ventures.

         Net income for the nine months  ended  September  30, 2000 and 1999 was
$608,544  and  $1,276,112,  respectively.  The net income per  weighted  average
limited partnership unit was $.99 and $2.08 for 2000 and 1999, respectively.

Liquidity and Capital Resources

      The  Partnership's  primary  sources  of funds for the nine  months  ended
September 30, 2000 and 1999 were net cash provided by operations of  $12,200,878
and  $8,652,659,  respectively,  and the  proceeds  from sales of  equipment  of
$1,880,477  and  $3,155,343,  respectively.  These  funds were used to fund cash
distributions and make payments of borrowings.

     Cash  distributions to limited partners for the nine months ended September
30, 2000 and 1999 which were paid monthly,  totaled  $3,445,172 and  $3,155,343,
respectively.


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

     As of September 30, 2000, 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.



<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, 2000.


<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 10, 2000                 /s/ Thomas W. Martin
-----------------                 ----------------------------------------------
     Date                         Thomas W. Martin
                                  Executive Vice President
                                  (Principal financial and accounting officer of
                                  the General Partner of the Registrant)