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


                                              FORM 10-Q/A



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

For the period ended              September 30, 1996
                     ----------------------------------------------------------

[ ]  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       33-44413
                        -------------------------------------------------------

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


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


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


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



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

                                                           [ x] Yes     [  ] No







<PAGE>



PART I  -  FINANCIAL INFORMATION
Item 1.  Financial Statements

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

                           Consolidated Balance Sheets

                                   (unaudited)
<TABLE>

                                                              September 30,   December 31,
                                                                  1996            1995
       Assets
<S>                                                                <C>             <C> 

Cash ......................................................   $  4,015,186    $  5,826,646
                                                              ------------    ------------

Investment in finance leases
   Minimum rents receivable ...............................     30,777,046      44,696,273
   Estimated unguaranteed residual values .................     11,181,276      12,388,734
   Initial direct costs ...................................        595,582       1,046,622
   Unearned income ........................................     (4,364,347)     (6,988,215)
   Allowance for doubtful accounts ........................       (872,508)       (783,475)
                                                              ------------    ------------
                                                                37,317,049      50,359,939
                                                              ------------    ------------

Investment in operating leases
   Equipment at cost ......................................     20,771,628      20,771,628
   Initial direct costs ...................................        163,200         408,000
   Accumulated depreciation ...............................     (2,123,423)     (1,327,139)
                                                              ------------    ------------
                                                                18,811,405      19,852,489
                                                              ------------    ------------

Investment in financings
   Receivables due in installments ........................     21,889,196      10,027,184
   Initial direct costs ...................................        154,256          54,798
   Unearned income ........................................     (3,720,283)     (1,496,344)
   Allowance for doubtful accounts ........................       (352,332)       (354,969)
                                                              ------------    ------------
                                                                17,970,837       8,230,669
                                                              ------------    ------------

Net investment in leveraged leases ........................           --         5,971,629
                                                              ------------    ------------

Other assets ..............................................        446,430       5,232,064
                                                              ------------    ------------

Equity investment in joint venture ........................         39,769          35,445
                                                              ------------    ------------

Total assets ..............................................   $ 78,600,676    $ 95,508,881
                                                              ============    ============


       Liabilities and Partners' Equity

Notes payable - non-recourse ..............................   $ 36,425,528    $ 44,415,861
Note payable - non-recourse - securitized .................      2,025,472       4,326,164
Note payable revolving credit facility ....................      8,000,000       7,400,000
Accounts payable to General Partner and affiliates, net ...         36,935            --
Accounts payable - equipment ..............................           --         1,886,138
Accounts payable - other ..................................        489,568       1,559,564
Security deposits and deferred credits ....................        644,778       1,071,729
Minority interest in joint venture ........................         44,631          41,724
                                                              ------------    ------------
                                                                47,666,912      60,701,180
                                                              ------------    ------------
Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ........................................       (211,057)       (172,405)
   Limited partners (609,446 and 609,639 units outstanding,
     $100 per unit original issue price in 1996 and 1995,
     respectively) ........................................     31,144,821      34,980,106
                                                              ------------    ------------

Total partners' equity ....................................     30,933,764      34,807,701
                                                              ------------    ------------

Total liabilities and partners' equity ....................   $ 78,600,676    $ 95,508,881
                                                              ============    ============

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)



                                                For the Three Months        For the Nine Months
                                                 Ended September 30,        Ended September 30,
                                                 1996          1995         1996           1995
                                                 ----          ----         ----           ----

Revenue
<S>                                              <C>             <C>           <C>         <C> 

   Finance income                           $  1,104,665  $  1,493,851  $  3,390,232   $  4,963,059
   Rental income                                 677,193       677,193     2,031,579      2,031,579
   Net gain on sales or remarketing
     of equipment                                308,409       200,669     1,895,206        475,687
   Interest income and other                     101,545       100,850       325,541        292,721
   Income from equity investment
     in joint venture                              1,503         1,260         4,324          3,575
   Income from leveraged leases                        -       324,746       200,517        886,445
                                            ------------  ------------  ------------   ------------

   Total revenues                              2,193,315     2,798,569     7,847,399      8,653,066
                                            ------------  ------------  ------------   ------------

Expenses

   Interest                                      658,296     1,072,140     2,209,882      3,429,100
   Amortization of initial direct costs          293,159       366,099       772,400      1,228,086
   Depreciation                                  265,428       265,428       796,284        796,284
   Management fees - General Partner             261,194       410,695       868,147      1,240,019
   Provision for bad debts                       200,000       150,000       400,000        250,000
   Administrative expense reimbursement
     - General Partner                           129,815       199,984       425,208        608,098
   General and administrative                    124,130       177,187       348,321        425,050
   Minority interest in joint venture              1,629         1,388         4,702           3991
                                            ------------  ------------  ------------   ------------

   Total expenses                              1,933,651     2,642,921     5,824,944      7,980,628
                                            ------------  ------------  ------------   ------------

Net income                                  $    259,664    $  155,648  $  2,022,455    $   672,438
                                            ============    ==========  ============    ===========

Net income allocable to:
   Limited partners                         $    257,067  $    154,092  $  2,002,230   $    665,714
   General Partner                                 2,597         1,556        20,225          6,724
                                            ------------  ------------  ------------   ------------

                                            $    259,664  $    155,648  $  2,022,455   $    672,438
                                            ============  ============  ============   ============

Weighted average number of limited
   partnership units outstanding                 609,551       609,644       609,551        609,655
                                            ============  ============  ============   ============

Net income per weighted average
   limited partnership unit                 $        .42  $        .25  $       3.28   $       1.09
                                            ============  ============  ============   ============








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, 1996 and
                the Years Ended December 31, 1995, 1994 and 1993

                                   (unaudited)

                                 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, 1992 ....                                   $ 21,214,015    $     (2,799)   $ 21,211,216

Proceeds from issuance
   of limited partnership
   units (360,815 units)                                      36,081,537            --        36,081,537

Sales and
   offering expenses ....                                     (4,871,007)           --        (4,871,007)

Cash distributions
   to partners ..........   $       8.80    $       3.03      (5,796,799)        (58,637)     (5,855,436)

Net income ..............                                      1,484,577          14,996       1,499,573
                                                            ------------    ------------    ------------

Balance at
   December 31, 1993 ....                                     48,112,323         (46,440)     48,065,883

Cash distributions
   to partners ..........   $      11.27    $       2.48      (8,390,043)        (78,582)     (8,468,625)

Limited partnership
   units redeemed
   (728 units) ..........                                        (48,490)           --           (48,490)

Net income ..............                                      1,511,824          15,271       1,527,095
                                                            ------------    ------------    ------------

Balance at
   December 31, 1994 ....                                     41,185,614        (109,751)     41,075,863

Cash distributions
   to partners ..........   $      10.17    $       2.58      (7,773,082)        (78,512)     (7,851,594)

Limited partnership
   units redeemed
   (45 units) ...........                                         (2,370)           --            (2,370)

Net income ..............                                      1,569,944          15,858       1,585,802
                                                            ------------    ------------    ------------

Balance at
   December 31, 1995 ....                                     34,980,106        (172,405)     34,807,701


<PAGE>



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

       Consolidated Statements of Changes in Partners' Equity (continued)

                For the Nine Months Ended September 30, 1996 and
                the Years Ended December 31, 1995, 1994 and 1993

                                   (unaudited)

                            Limited Partner
                             Distributions

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

<S>                          <C>        <C>            <C>             <C>           <C>    

Cash distributions
   to partners            $  6.28    $  3.28        (5,828,554)      (58,877)     (5,887,431)

Limited partnership
   units redeemed
   (192 units)                                          (8,961)           -           (8,961)

Net income                                           2,002,230        20,225       2,022,455
                                                  ------------      --------    ------------

Balance at
   September 30, 1996                          $    31,144,821  $   (211,057)  $  30,933,764
                                               ===============  ============   =============






























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)
<S>                                                                    <C>            <C>    

                                                                       1996           1995
                                                                       ----           ----
Cash flows from operating activities:
   Net income .................................................   $  2,022,455    $    672,438
                                                                  ------------    ------------
   Adjustments to reconcile net income to net
     cash provided by operating activities:
      Depreciation ............................................        796,284         796,284
      Rental income - assigned operating lease receivables ....       (677,193)     (2,031,579)
      Finance income portion of receivables paid directly
       to lenders by lessees ..................................     (1,456,812)     (2,399,372)
      Amortization of initial direct costs ....................        772,400       1,228,086
      Net gain on sales or remarketing of equipment ...........     (1,895,206)       (475,687)
      Interest expense on non-recourse financing paid
       directly by lessees ....................................        982,645       2,635,870
      Interest expense accrued on recourse debt ...............        369,823         139,466
      Collection of principal - non-financed receivables ......      6,638,551      10,098,759
      Collection of principal - leverage lease receivables ....           --           143,935
      Income from leveraged leases, net .......................       (200,517)       (886,445)
      Income from equity investment in joint venture ..........         (4,324)         (3,575)
      Changes in operating assets and liabilities:
       Allowance for doubtful accounts ........................        364,718        (150,628)
        Accounts payable to General Partner and affiliates, net         36,935         (71,572)
       Accounts payable - other ...............................     (1,069,996)        (70,306)
       Accounts receivable - affiliate ........................        130,217            --
       Security deposits and deferred credits .................       (426,951)        385,075
       Minority interest in joint venture .....................          2,907           2,197
       Other assets ...........................................      4,657,514         197,318
       Other, net .............................................        224,902          73,682
                                                                  ------------    ------------

         Total adjustments ....................................      9,245,897       9,611,508
                                                                  ------------    ------------

         Net cash provided by operating activities ............     11,268,352      10,283,946
                                                                  ------------    ------------

Cash flows provided by investing activities:
   Proceeds from sales of equipment ...........................      9,667,369       2,901,984
   Equipment and receivables purchased ........................    (15,018,876)     (8,877,419)
   Initial direct costs .......................................        (76,732)           --
                                                                  ------------    ------------

         Net cash used for investing activities ...............     (5,428,239)     (5,975,435)
                                                                  ------------    ------------

Cash flows from financing activities:
   Principal payments on revolving credit facility ............     (8,199,375)           --
   Cash distributions to partners .............................     (5,887,431)     (5,888,745)
   Principal payments on secured financing ....................     (2,335,806)     (6,166,216)
   Redemption of limited partnership units ....................         (8,961)         (2,370)
   Proceeds from revolving credit facility ....................      8,780,000       3,900,000
         Net cash used for financing activities ...............     (7,651,573)     (8,157,331)
                                                                  ------------    ------------

Net decrease in cash ..........................................     (1,811,460)     (3,848,820)

Cash at beginning of period ...................................      5,826,646       6,757,538
                                                                  ------------    ------------

Cash at end of period .........................................   $  4,015,186    $  2,908,718
                                                                  ============    ============

See accompanying notes to consolidated financial statements.


<PAGE>



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

                       Statement of Cash Flows (continued)

Supplemental Disclosures of Cash Flow Information


   During the nine months ended September 30, 1996 and 1995, non-cash activities
included the following:

                                                           1996            1995
                                                           ----            ----
<S>                                                        <C>              <C>   

Principal and interest on direct finance receivables
   paid directly to lenders by lessees .............   $  8,875,299    $ 10,808,654
Rental income assigned operating lease receivable ..      2,031,579       2,031,579
Principal and interest on non-recourse financing
   paid directly by lessees ........................    (10,906,878)    (12,840,233)

Decrease in investment in finance leases due
  to termination of leases .........................         18,345         755,449
Decrease in notes payable - non-recourse
  due to termination of lease ......................        (18,345)       (755,449)
                                                       ------------    ------------

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

    Interest  expense of  $2,209,882  and  $3,429,100  for the nine months ended
September  30, 1996 and 1995  consisted  of:  interest  expense on  non-recourse
financing  accrued or paid  directly  by lenders  to lessees of  $1,736,134  and
$2,775,336,   respectively,   and  other  interest  of  $473,748  and  $653,764,
respectively.


<PAGE>



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

                   Notes to Consolidated Financial Statements

                               September 30, 1996

                                   (unaudited)


   1. Basis of Presentation

    The  consolidated  financial  statements  included  herein should be read in
conjunction with the Notes to Consolidated  Financial Statements included in the
Partnership's  1995  Annual  Report  on Form  10-K and  have  been  prepared  in
accordance with the accounting policies stated therein.

   2. New Accounting Pronouncement

    In March 1995, the FASB issued SFAS No. 121,  "Accounting for the Impairment
of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed  Of," which is
effective beginning in 1996.

    The  Partnership's  existing  policy with respect to impairment of estimated
residual values is to review,  on a quarterly  basis,  the carrying value of its
residuals on an individual asset basis to determine whether events or changes in
circumstances  indicate  that  the  carrying  value  of  an  asset  may  not  be
recoverable and, therefore, an impairment loss should be recognized.  The events
or changes in circumstances  which generally indicate that the residual value of
an asset has been  impaired are (i) the estimated  fair value of the  underlying
equipment is less than the  Partnership's  carrying  value or (ii) the lessee is
experiencing  financial  difficulties  and it does not  appear  likely  that the
estimated  proceeds from  disposition of the asset will be sufficient to satisfy
the  remaining  obligation  to the  non-recourse  lender  and the  Partnership's
residual  position.  Generally in the latter  situation,  the residual  position
relates to equipment subject to third party non-recourse notes payable where the
lessee remits their rental  payments  directly to the lender and the Partnership
does not recover its residual until the  non-recourse  note obligation is repaid
in full.

    The  Partnership  measures  its  impairment  loss as the amount by which the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Partnership from release or resale of the equipment.  Generally,
quoted market  prices are used as the basis for measuring  whether an impairment
loss should be recognized.

    As a result,  the  Partnership's  policy  with  respect to  measurement  and
recognition of an impairment loss  associated with estimated  residual values is
consistent  with  the  requirements  of  SFAS  No.  121  and,   therefore,   the
Partnership=s  adoption of this  Statement  in the first  quarter of 1996 had no
material effect on the financial statements.

   3. Redemption of Limited Partnership Units

    The General  Partner  consented  to the  Partnership  redeeming  192 limited
partnership  units  during  the  nine  months  ended  September  30,  1996.  The
redemption amount was calculated  following the specified  redemption formula as
per the Partnership  agreement.  Redeemed units have no voting rights and do not
share in  distributions.  The Partnership  agreement  limits the number of units
which can be redeemed in any one year and  redeemed  units may not be  reissued.
Redeemed  limited  partnership  units  are  accounted  for as a  reduction  from
partners equity.

   4.  Investment in Joint Ventures

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


<PAGE>



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

             Notes to Consolidated Financial Statements - Continued

    ICON Cash Flow LLC I

    On September 21, 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  currently  on lease to Alaska  Airlines,  Inc.  The aircraft is a 1988
McDonnell  Douglas MD-83.  The Partnership  and L.P. Six contributed  $3,730,493
(99%) and $37,682 (1%) of the cash required for such acquisition,  respectively,
to ICON Cash Flow LLC I. ICON Cash Flow LLC I acquired  the  aircraft,  assuming
$17,003,454  in  non-recourse  debt  and the  contributions  received  from  the
Partnership  and  L.P.  Six.  The  purchase  price  of the  transaction  totaled
$20,771,629. The lease is an operating lease and the lease term expires in March
1997. Profits, losses, excess cash and disposition proceeds are allocated 99% to
the Partnership  and 1% to L.P. Six. The  Partnership's  consolidated  financial
statements  include 100% of the assets and  liabilities of ICON Cash Flow LLC I.
L.P.  Six's  investment in ICON Cash Flow LLC I has been  reflected as "Minority
interest in joint venture."

    ICON Cash Flow LLC II

    On March 31, 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  currently on lease to Alaska Airlines,  Inc.
The aircraft is a 1987 McDonnell  Douglas MD-83.  The  Partnership  and L.P. Six
contributed  $30,550  (1%) and  $3,024,450  (99%) of the cash  required for such
acquisition,  respectively,  to ICON  Cash  Flow LLC II.  ICON  Cash Flow LLC II
acquired  the  aircraft,  assuming  $16,315,997  in  non-recourse  debt  and the
contributions  received from the Partnership and L.P. Six. The purchase price of
the  transaction  totaled  $19,370,997.  The lease is an operating lease and the
lease term expires in March 1997. Profits,  losses,  excess cash and disposition
proceeds  will be  allocated  1% to the  Partnership  and 99% to L.P.  Six.  The
Partnership 1% investment in ICON Cash Flow LLC II, which is accounted for under
the equity method,  totaled $38,266 at September 30, 1996 and has been reflected
as "Equity  investment  in joint  venture."  The  General  Partner  manages  and
controls the business  affairs of both the Partnership and L.P. Six. As a result
of this common control and the Partnership's ability to influence the activities
of the joint  venture,  the  Partnership's  investment  in the joint  venture is
accounted for under the equity method.  Information as to the financial position
and results of  operations  of ICON LLC II at September  30, 1996 is  summarized
below:

                                                   September 30, 1996

                 Assets                               $ 18,098,630
                                                      ============

                 Liabilities                            14,121,692

                 Equity                               $  3,976,938
                                                      ============

                                                   Nine Months Ended
                                                   September 30, 1996

                 Net income                           $    432,442
                                                      ============

5.   Related Party Transactions
     During the nine months ended  September 30, 1996 and 1995, the  Partnership
paid  or  accrued  to the  General  Partner  management  fees  of  $868,147  and
$1,240,019,  respectively, and administrative expense reimbursements of $425,208
and $608,098, respectively, which were charged to operations.

     During the nine months ended  September 30, 1996 and 1995, the  Partnership
paid or accrued  to the  General  Partner  acquisition  fees of $76,732  and $0,
respectively.

6.   Net Investment in Leveraged Leases

     On April 23, 1996 the Partnership  sold its beneficial  interest in a trust
which  owned  towboats  and  barges  that were  reflected  as the  Partnership's
investment  in  leveraged  leases.  The net  cash  proceeds,  after  paying  the
remaining debt  obligation and expenses  related to the sale,  were  $7,216,689,
which resulted in a net gain of $997,606.


<PAGE>



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

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

     The  Partnership's  portfolio  consisted  of a net  investment  in  finance
leases, operating leases, financings,  leveraged leases and an equity investment
in joint  venture  representing  51%,  25%,  24%,  0% and less  than 1% of total
investments at September 30, 1996, respectively,  and 60%, 21%, 10%, 9% and less
than 1% of total investments at September 30, 1995, respectively.

Three Months Ended September 30, 1996 and 1995

     For the three months ended  September  30, 1996 and 1995,  the  Partnership
leased or financed  equipment with an initial cost of $8,600,934 and $3,910,727,
respectively, to 76 and 7 lessees or equipment users, respectively.  Included in
this is the  financing  of free cash  flow,  the rent  payable  by the lessee in
excess of the senior debt payments,  relating to an Airbus A-300 B4-203 aircraft
built in 1983 in the amount of $5,690,161.  The aircraft is on lease with Airbus
and has a remaining term of approximately six and one half years.  Subsequent to
the financing ICON Cash Flow Partners L.P. Six, an affiliate of the Partnership,
acquired,  subject to a leveraged lease,  the residual  interest and assumed the
related outstanding  non-recourse  senior and junior debt in the aircraft.  ICON
Cash Flow Partners  L.P. Six is expecting to refinance  this with a third party.
This transaction is included in Investment in Financings on the balance sheet as
of September 30, 1996.
 
Results of Operations

     Revenues  for the three months ended  September  30, 1996 were  $2,193,315,
representing  a decrease of $605,254 or 22% from 1995.  The decrease in revenues
was primarily  attributable  to a decrease in finance  income of $389,186 or 26%
and a decrease  in income from  leveraged  leases of $324,746 or 100% from 1995.
The decrease in these  revenues was partially  offset by an increase in net gain
on sales or remarketing or equipment of $107,740 or 54%. The overall decrease in
finance income resulted from a decrease in the average size of the finance lease
portfolio from 1995 to 1996.  Income from leveraged  leases decreased due to the
sale of all of the underlying equipment relating to the Partnership's investment
in  leveraged  leases.  The  increase  in net gain on sales  or  remarketing  of
equipment was  attributed to an increase in the number of leases  maturing,  and
the  underlying  equipment  being  sold or  remarketed  for which  the  proceeds
received were in excess of the remaining carrying value of the equipment.

     Expenses  for the three months ended  September  30, 1996 were  $1,933,651,
representing a decrease of $709,270 or 27% from 1995. The decrease was primarily
attributable to a decrease in interest expense of $413,844 or 39% and a decrease
in management fees of $149,501 or 36% from 1995. Results were also affected by a
decrease in  amortization  of initial direct costs or $72,940 or 20%, a decrease
in  administrative  expense  reimbursements  of $70,169 or 36% and a decrease in
general  and  administrative  expense of $53,057 or 30%.  The  decrease in these
expenses was  partially  offset by an increase in the provision for bad debts of
$50,000 or 33%.  Interest  expense  decreased due to the decrease in the average
debt   outstanding   from  1995  to  1996.  The  decrease  in  management  fees,
amortization of initial direct costs,  administrative expense reimbursements and
general and administrative  expense resulted from a decrease in the average size
of the portfolio  from 1995 to 1996. As a result of an analysis of  delinquency,
an assessment of overall risk and a review of historical loss experience, it was
determined  that a greater  provision  for bad debts of $50,000 was required for
the three months ended September 30, 1996.

     Net income  for the three  months  ended  September  30,  1996 and 1995 was
$259,664 and $155,648, respectively. The net income per weighted average limited
partnership unit was $.42 and $.25 for 1996 and 1995, respectively.

Liquidity and Capital Resources

     The  Partnership's  primary  sources  of funds for the three  months  ended
September  30, 1996 and 1995 were net cash  provided by operations of $2,906,206
and $3,561,749,  respectively,  proceeds from sales of equipment of $284,723 and
$1,220,585,  respectively  and  proceeds  from a  revolving  credit  facility of
$8,000,000  in 1996.  These  funds were used to  purchase  equipment,  fund cash
distributions  and to make payments on borrowings.  The  Partnership  intends to
continue to purchase additional equipment and fund cash distributions  utilizing
cash provided by operations and proceeds from sales of equipment.


<PAGE>



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



     Cash distributions to limited partners for the three months ended September
30, 1996 and 1995, which were paid monthly,  totaled  $1,942,654 and $1,943,223,
respectively,   of  which  $257,067  and  $154,092  was  investment  income  and
$1,685,587  and $1,789,131  was a return of capital,  respectively.  The monthly
annualized cash distribution rate to limited partners was 12.75%, of which 1.69%
and 1.01% was  investment  income and 11.06% and 11.74% was a return of capital,
respectively,  calculated  as a  percentage  of each  partners  initial  capital
contribution.  The limited partner  distribution  rate per weighted average unit
outstanding for the three months ended September 30, 1996 and 1995 was $3.19, of
which  $.42 and $.25 was  investment  income and $2.77 and $2.94 was a return of
capital, respectively.

Nine Months Ended September 30, 1996 and 1995

     For the nine months  ended  September  30, 1996 and 1995,  the  Partnership
leased or financed equipment with an initial cost of $13,280,357 and $7,761,617,
respectively,  to 150  and 53  lessees  or  equipment  users,  respectively  and
invested  $30,550  in a joint  venture in 1995.  The  weighted  average  initial
transaction  term  relating  to  these   transactions  was  53  and  44  months,
respectively.

Results of Operations

     Revenues  for the nine months  ended  September  30, 1996 were  $7,847,399,
representing  a decrease of $805,667 or 9% from 1995.  The  decrease in revenues
was primarily  attributable to a decrease in finance income of $1,572,827 or 32%
and a decrease in income from leveraged  leases of $685,928 or 77%. The decrease
in these  revenues was  partially  offset by an increase in net gain on sales or
remarketing of equipment of $1,419,519,  and an increase in interest  income and
other of $32,820 or 11%. The overall  decrease in finance income resulted from a
decrease in the average size of the finance lease  portfolio  from 1995 to 1996.
Income from leveraged  leases decreased due to the sale of all of the underlying
equipment  relating to the  Partnership's  investment in leveraged  leases.  The
increase in net gain on sales or  remarketing of equipment was  attributable  to
the sale of the underlying equipment relating to the Partnership's investment in
leveraged leases. This sale resulted in a net gain of $997,606.  The increase in
interest  income and other resulted from an increase in the average cash balance
from 1995 to 1996.

     Expenses  for the nine months  ended  September  30, 1996 were  $5,824,944,
representing a decrease of $2,155,684 or 27% from 1995. The decrease in expenses
was primarily  attributable  to a decrease in interest  expense of $1,219,218 or
36% and a decrease  in  amortization  of initial  direct cost of $455,686 or 37%
from 1995.  Results  were also  affected  by a decrease  in  management  fees of
$371,872  or 30%, a decrease  in  administrative  fees of  $182,890 or 30% and a
decrease in general and administrative expense of $76,729. The decrease in these
expenses  was  partially  offset by an  increase  in  provision  for bad debt of
$150,000,  or 60%.  Interest expense  decreased due to a decrease in the average
debt  outstanding  from  1995 to 1996.  Amortization  of  initial  direct  cost,
management  fees,   administrative   expense   reimbursements  and  general  and
administrative  expense  decreased  due to a decrease in the average size of the
portfolio  from 1995 to 1996.  As a result of an  analysis  of  delinquency,  an
assessment of overall risk and a review of historical  loss  experience,  it was
determined  that a greater  provision for bad debts of $150,000 was required for
the nine months ended September 30, 1996.

     Net  income  for the nine  months  ended  September  30,  1996 and 1995 was
$2,022,455  and  $672,438,  respectively.  The net income per  weighted  average
limited partnership unit was $3.28 and $1.09 for 1996 and 1995, respectively.




<PAGE>




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


Liquidity and Capital Resources

     The  Partnership's  primary  sources  of funds  for the nine  months  ended
September 30, 1996 and 1995 were net cash provided by operations of  $11,268,352
and  $10,283,946,  respectively,  proceeds from sales of equipment of $9,667,369
and $2,901,984,  respectively,  and proceeds from a revolving credit facility of
$8,780,000  and  $3,900,000  respectively.  These  funds  were used to  purchase
equipment,  fund cash  distributions  and to make  payments on  borrowings.  The
Partnership intends to continue to purchase  additional  equipment and fund cash
distributions  utilizing  cash provided by operations and proceeds from sales of
equipment.

     Cash  distributions to limited partners for the nine months ended September
30, 1996 and 1995, which were paid monthly,  totaled  $5,828,554 and $5,829,858,
respectively,  of which  $2,002,230  and  $665,714  was  investment  income  and
$3,826,324  and $5,164,144  was a return of capital,  respectively.  The monthly
annualized cash  distribution rate to limited partners was 12.75% and 12.75%, of
which 4.38% and 1.45% was investment income and 8.37% and 11.30% was a return of
capital,  respectively,  calculated  as a percentage  of each  partners  initial
capital contribution. The limited partner distribution rate per weighted average
unit  outstanding  for the nine  months  ended  September  30, 1996 and 1995 was
$9.56, of which $3.28 and $1.09 was investment  income and $6.28 and $8.47 was a
return of capital, respectively.

     The Partnership  entered into a three year revolving  credit agreement (the
"Facility") in January 1995. The maximum amount  available under the Facility is
$25,000,000 and at Septembr 30, 1996, the Partnership had $12,795,305  available
for borrowing, of which $8,000,000 was outstanding.

     On April 23, 1996, the Partnership sold its beneficial  interest in a trust
which  owned  towboats  and  barges  that were  reflected  as the  Partnership's
investment  in  leveraged  leases.  The net  cash  proceeds,  after  paying  the
remaining debt  obligation,  and expenses  related to the sale, were $7,216,689,
which resulted in a net gain of $997,606.

     On  March  31,  1995 the  Partnership  and an  affiliate,  ICON  Cash  Flow
Partners, L.P. Six ("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
currently on lease to Alaska  Airlines,  Inc.  The aircraft is a 1987  McDonnell
Douglas  MD-83.  The  Partnership  and L.P.  Six  contributed  $30,550  (1%) and
$3,024,450  (99%) of the cash required for such  acquisition,  respectively,  to
ICON Cash Flow LLC II. ICON Cash Flow LLC II  acquired  the  aircraft,  assuming
$16,315,997 in non-recourse debt and utilizing  contributions  received from the
Partnership  and  L.P.  Six.  The  purchase  price  of the  transaction  totaled
$19,370,997. The lease is an operating lease and the lease term expires in March
1997. Profits,  losses, excess cash and disposition proceeds are allocated 1% to
the Partnership and 99% to L.P. Six. The  Partnership's  investment in ICON Cash
Flow LLC II has been reflected as "Equity investment in joint venture."

     As of September 30, 1996, except as noted above, there were no known trends
or demands,  commitments,  events or uncertainties  which are likely to have any
material  effect on  liquidity.  As cash is realized from  operations,  sales of
equipment and borrowings,  the Partnership  will continue to invest in equipment
leases and financings where it deems it to be prudent while retaining sufficient
cash to meet its reserve  requirements and recurring  obligations as they become
due.

New Accounting Pronouncement

     In March 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment
of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed  Of," which is
effective  beginning in 1996.  The new standard is similar to the  Partnership's
existing  accounting  policies relating to the impairment of estimated  residual
values.  As a result,  adoption of SFAS No. 121 in the first quarter of 1996 had
no impact on the Partnership's financial statements.



<PAGE>



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


PART II  -  OTHER INFORMATION


Item 6 - Exhibits And Reports on Firm 8-K

Form 8-K was filed September 4, 1996, Item 1, Change in Control of Registrant.


<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.




December 24, 1996                       Gary N. Silverhardt
-----------------                       ---------------------------------------
        Date                            Gary N. Silverhardt
                                        Chief Financial Officer
                                       (Principal financial and account officer
                                        of the General Partner of
                                        the Registrant)



<PAGE>