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


                                    FORM 10-Q



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


For the quarterly period ended                   March 31, 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

Indicate  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

                                                 March 31,       December 31,
                                                   2003             2002
                                                   ----             ----
                                                (unaudited)

       Assets

Cash and cash equivalents                      $    249,090    $    746,808
                                               ------------    ------------

Investment in finance leases
   Minimum rents receivable                       1,879,361       2,590,191
   Estimated unguaranteed residual values         2,581,041       3,197,247
   Unearned income                                  (92,905)       (120,426)
   Allowance for doubtful accounts                 (488,165)       (488,165)
                                               ------------    ------------

                                                  3,879,332       5,178,847
                                               ------------    ------------


Investment in operating leases
   Equipment at cost                             20,707,984      21,554,842
   Accumulated depreciation                      (7,157,950)     (7,261,999)
                                               ------------    ------------
                                                 13,550,034      14,292,843
                                               ------------    ------------

Investment in financings
   Receivables due in installments                2,776,806       3,157,773
   Unearned income                                  (52,162)        (81,826)
   Allowance for doubtful accounts               (1,331,570)     (1,331,570)
                                               ------------    ------------
                                                  1,393,074       1,744,377
                                               ------------    ------------

Investments in unconsolidated joint ventures        205,110         216,489
                                               ------------    ------------

Other assets, net                                   148,380         328,030
                                               ------------    ------------

Total assets                                   $ 19,425,020    $ 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>

                                                            March 31,      December 31,
                                                             2003             2002
                                                             ----             ----
                                                          (unaudited)

       Liabilities and Partners' Equity


<S>                                                      <C>             <C>
Notes payable - non-recourse                             $ 10,093,494    $ 11,352,510
Security deposits, deferred credits and other payables        685,183       1,667,953
Deferred income                                               481,965         483,436
Accounts payable - General Partner and affiliate              567,166         529,572
Minority interests in consolidated joint ventures             123,894         178,217
                                                         ------------    ------------

   Total liabilities                                       11,951,702      14,211,688
                                                         ------------    ------------

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                           (444,992)       (436,768)
   Limited partners (607,856 units outstanding,
     $100 per unit original issue price)                    7,918,310       8,732,474
                                                         ------------    ------------

Total partners' equity                                      7,473,318       8,295,706
                                                         ------------    ------------

Total liabilities and partners' equity                   $ 19,425,020    $ 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

                      For the Three Months Ended March 31,

                                   (unaudited)


<TABLE>
<CAPTION>

                                                                 2003           2002
                                                             -----------    -----------
Revenues

<S>                                                          <C>            <C>
Finance income                                               $   304,637    $   342,292
Rental income                                                    249,001        694,918
Gain (loss) on sales of equipment                                310,917        (80,084)
Interest income and other                                        198,439         11,993
Loss from investments in
     unconsolidated joint ventures                               (11,379)        (6,306)
                                                             -----------    -----------

   Total revenues                                              1,051,615        962,813
                                                             -----------    -----------

Expenses

   Depreciation                                                  399,967        525,970
   Interest                                                      308,627        439,640
   General and administrative                                    204,904        146,376
   Management fees - General Partner                              97,972        110,184
   Administrative expense reimbursements - General Partner        74,179         63,657
   Amortization of initial direct costs and other                  6,094         23,385
   Minority interest (income) expense in consolidated
     joint ventures                                              (54,322)         8,471
                                                             -----------    -----------

   Total expenses                                              1,037,421      1,317,683
                                                             -----------    -----------


Net income (loss)                                            $    14,194    $  (354,870)
                                                             ===========    ===========


Net income (loss) allocable to:

   Limited partners                                          $    14,052    $  (351,321)
   General Partner                                                   142         (3,549)
                                                             -----------    -----------

                                                             $    14,194    $  (354,870)
                                                             ===========    ===========


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

Net income (loss) per weighted average
   limited partnership unit                                  $       .02    $     (0.58)
                                                             ===========    ===========


See accompanying notes to condensed consolidated financial statements.


</TABLE>


<PAGE>


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

        Condensed Consolidated Statements of Changes in Partners' Equity

                    For the Three Months Ended March 31, 2003

                                   (unaudited)


<TABLE>
<CAPTION>

                             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
   January 1, 2003                                            $ 8,732,474    $  (436,768)   $ 8,295,706

Cash distribution
   to partners                   $ 1.34       $ .02              (828,216)        (8,366)      (836,582)

Net income                                                         14,052            142         14,194
                                                              -----------    -----------    -----------

Balance at
   March 31, 2003                                             $ 7,918,310    $  (444,992)   $ 7,473,318
                                                              ===========    ===========    ===========

</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

                      For the Three Months Ended March 31,

                                   (unaudited)


<TABLE>
<CAPTION>


                                                                    2003            2002
                                                                    ----            ----


<S>                                                             <C>            <C>
Cash flows from operating activities:
   Net income (loss)                                            $    14,194    $  (354,870)
                                                                -----------    -----------
   Adjustments to reconcile net income (loss) to net
     cash provided by operating activities:
       Depreciation                                                 399,967        525,970
       Rental income - paid directly to lenders by lessees         (225,000)      (615,000)
       Finance income portion of receivables paid directly
         to lenders by lessees                                      (14,886)       (73,779)
       Amortization of initial direct costs                           6,094         23,385
       (Gain) loss on sales of equipment                           (310,917)        80,084
       Interest expense on non-recourse financing paid
         directly by lessees                                        294,390        346,868
       Loss from investments in unconsolidated joint ventures        11,379          6,306
       Minority interest (income) expense                           (54,322)         8,471
       Changes in operating assets and liabilities, net             969,194      2,454,909
                                                                -----------    -----------

           Total adjustments                                      1,075,899      2,757,214
                                                                -----------    -----------

       Net cash provided by operating activities                  1,090,093      2,402,344
                                                                -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of equipment                                 437,352        139,266
                                                                -----------    -----------

       Net cash provided by investing activities                    437,352        139,266
                                                                -----------    -----------

Cash flows from financing activities:
   Principal payments on non-recourse debt                       (1,188,581)    (2,216,466)
   Cash distributions to partners                                  (836,582)      (821,655)
                                                                -----------    -----------

       Net cash used in financing activities                     (2,025,163)    (3,038,121)
                                                                -----------    -----------

Net (decrease) in cash and cash equivalents                        (497,718)      (496,511)

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

Cash and cash equivalents at end of period                      $   249,090    $   867,411
                                                                ===========    ===========

</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 (Continued)

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

     During the three months ended March 31, 2003 and 2002,  non-cash activities
included the following:

                                                            2003          2002
                                                            ----          ----

Principal and interest on direct finance receivables
   paid directly to lenders by lessees                 $   139,825   $  920,960
Rental income on operating lease receivables
   paid directly to lender by lessee                      225,000      615,000
Principal and interest on non-recourse
   debt paid directly by lessees                          (364,825)  (1,535,960)
                                                       -----------    ----------

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

     Interest  expense of $308,627 and $439,640 for the three months ended March
31, 2003 and 2002,  respectively,  consisted of interest expense on non-recourse
financing  accrued or paid  directly  to lenders  by  lessees  of  $294,390  and
$346,868,  respectively,  and  interest  expense on other  non-recourse  debt of
$14,237 and $92,772, respectively.
























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

                                 March 31, 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.

2.   Disposition Period

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

3.   Related Party Transactions

     Fees paid or  accrued  by the  Partnership  to the  General  Partner or its
affiliates for the three months ended March 31, 2003 and 2002 are as follows:


                            2003      2002
                            ----      ----

Management fees          $ 97,972   $110,184   Charged to operations
Administrative expense
  reimbursements           74,179     63,657   Charged to operations
                         --------   --------

Total                    $172,151   $173,841
                         ========   ========

     The Partnership  has  investments in five 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 Condensed Consolidated Financial Statements - Continued

4.   Consolidated Ventures and Investments in Unconsolidated Joint Ventures

     The  Partnership  and its  affiliates  formed five joint  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 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  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
consolidated  balance sheets and as minority  interest  (income)  expense on the
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  consolidated  financial  statements
include 100% of the assets and  liabilities and revenues and expenses of 1997-B.
L.P. Six and L.P.  Seven's  investments in 1997-B has been reflected as minority
interests in  consolidated  joint  ventures on the  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  extension  terms call for a 15 month  rental with  payment for months one
through seven at a power by the hour rate of $525 per flight hour, not to exceed
$75,000 per month.  After seven months the rental would be $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.

     Information as to the unaudited financial position of ICON Cash Flow LLC II
as of March 31, 2003 and December 31, 2002 and the results of operations for the
three months ended March 31, 2003 and 2002 is summarized below:

                                         March 31, 2003      December 31, 2002
                                         --------------      -----------------

Assets                                    $15,362,919          $ 15,750,363
                                          ===========          ============

Liabilities                               $ 8,970,597          $  8,932,485
                                          ===========          ============

Equity                                    $ 6,392,322          $  6,817,878
                                          ===========          ============

Partnership's share of equity             $    63,923          $     68,179
                                          ===========          ============

                                       Three Months Ended   Three Months Ended
                                         March 31, 2003        March 31, 2002
                                       -------------------     ------------

Net loss                                  $  (425,556)         $    (31,787)
                                          ===========          ============

Partnership's share of net loss           $    (4,256)         $       (319)
                                          ===========          ============

     ICON Cash Flow Partners L.L.C. III
     ----------------------------------

     In December 1996,the Partnership and an affiliate,  L.P. Seven, formed ICON
Cash Flow  Partners  L.L.C.  III ("ICON Cash Flow LLC III"),  for the purpose of
acquiring and managing an aircraft  currently on lease to Continental  Airlines,
Inc. subject to a leveraged lease that expired on April 30th 2003. Effective May
1, 2003,


<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

the aircraft was leased to a new lessee,World Airlines,  Inc. for an eight month
term and an option for an additional four months. 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.

     Information  as to the unaudited  financial  position of ICON Cash Flow LLC
III as of March 31, 2003 and December 31, 2002 and the results of operations for
the three months ended March 31, 2003 and 2002 is summarized below:

                                        March 31, 2003       December 31, 2002
                                        --------------       -----------------

  Assets                                  $ 5,455,943          $  5,337,603
                                          ===========          ============

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

  Equity                                  $ 5,455,943          $  5,337,603
                                          ===========          ============

  Partnership's share of equity           $    54,559          $     53,376
                                          ===========          ============

                                      Three Months Ended    Three Months Ended
                                        March 31, 2003        March 31, 2002
                                        --------------        --------------

  Net income                              $   118,340          $    121,700
                                          ===========          ============

  Partnership's share of net income       $     1,183          $      1,217
                                          ===========          ============

      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,  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 March 31, 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.


<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 of 1997-A as of March
31,  2003 and  December  31, 2002 and the  results of  operations  for the three
months ended March 31, 2003 and 2002 is summarized below:

                                         March 31, 2003     December 31, 2002
                                         --------------     -----------------

 Assets                                   $   768,393          $    694,761
                                          ===========          ============

 Liabilities                              $   490,652          $    390,389
                                          ===========          ============

 Equity                                   $   277,741          $    304,372
                                          ===========          ============

 Partnership's share of equity            $    86,628          $     94,934
                                          ===========          ============

                                       Three Months Ended   Three Months Ended
                                         March 31, 2003       March 31, 2002
                                         --------------       --------------

 Net loss                                 $   (26,631)         $    (23,095)
                                          ===========          ============

 Partnership's share of net loss          $    (8,306)         $     (7,204)
                                          ===========          ============



<PAGE>


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

                                 March 31, 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 March 31, 2003 and 2002

     Revenues for the three months  ended March 31, 2003 ("2003  Quarter")  were
$1,051,615,  representing  an  increase  of $88,802 or 9% from the three  months
ended March 31,  2002  ("2002  Quarter").  The  increase  in  revenues  resulted
primarily from an increase in gain on sales of equipment of $391,001 from a loss
of $80,084 to a gain of $310,917.  Interest  and other income also  increased by
$186,446,which  was  primarily due to a one-time  adjustment  based on a revised
estimate  of  residual  notes  obligations  outstanding.  These  increases  were
partially offset by a decrease in rental income of $445,917,  which is primarily
the result of reduced rentals on the Aeromexico lease.

     Expenses for the 2003 Quarter were  $1,037,421,  representing  a decline of
$280,262 or 21% from the 2002  Quarter.  The decline in expenses was partially a
result of a decrease in interest  expense of $131,013.  The decrease in interest
expense  resulted from a decrease in the average debt  outstanding  from 2002 to
2003.  Additionally,  depreciation expense decreased by $126,003 during the 2003
Quarter which was primarily due to the  termination  of an operating  lease.  In
addition,  minority  interest expense decreased by $62,793 to income of $54,322.
This resulted from losses in the  Partnership's  consolidated  joint ventures in
the 2003 Quarter versus income in the 2002 Quarter.  Offsetting  these increases
was an  increase in general and  administrative  expenses of $58,528,  due to an
increase in professional fees.

     Net income (loss) for the 2003 Quarter and the 2002 Quarter was $14,194 and
$(354,870),  respectively.  The net income (loss) per weighted  average  limited
partnership  unit  outstanding was $.02 and $(.58) for the 2003 Quarter and 2002
Quarter, respectively.

Liquidity and Capital Resources

     The Partnership's primary sources of funds for the three months ended March
31,  2003 was net cash  provided  by  operating  activities  of  $1,090,093  and
proceeds from sales of equipment of $437,352. These funds were used to fund cash
distributions and debt repayments.

     Cash  distributions  to  limited  partners  for the 2003  Quarter  and 2002
Quarter totaled $828,216 and $813,520, respectively.


<PAGE>


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

                                 March 31, 2003

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

     As of March 31, 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.

     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  within  90 days  prior  to the  filing  of this
quarterly report. 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.


<PAGE>


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

                                 March 31, 2003

     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  Company,  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


Reports on Form 8-K

     Form 8-K filed on February 5, 2003
     Item 4. Changes in Registrant's Certifying Accountant

Exhibits


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

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





<PAGE>


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

                                   SIGNATURES

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

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




       May 12, 2003               /s/ Thomas W. Martin
-----------------------------     --------------------------------------------
           Date                   Thomas W. Martin

                                  Executive Vice President
                                  (Principal financial and accounting officer of
                                  the General Partner of the Registrant)


<PAGE>



                              Certifications - 10-Q

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

1.   I have  reviewed  this  quarterly  report  on Form  10-Q of ICON  Cash Flow
     Partners, L.P., Series E;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statements 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 quarterly report;

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

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated:  May 12, 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

I, Thomas W. Martin, certify that:

1.   I have  reviewed  this  quarterly  report  on Form  10-Q of ICON  Cash Flow
     Partners, L.P., Series E;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statements 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 quarterly report;

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

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated:  May 12, 2003

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

                                 March 31, 2003

EXHIBIT 99.1

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

(1)  the Quarterly  Report on Form 10-Q for the period ended March 31, 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:  May 12, 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)

                                 March 31, 2003

EXHIBIT 99.2

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

(1)  the Quarterly  Report on Form 10-Q for the period ended March 31, 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:  May 12, 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