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


                                    FORM 10-Q



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

For the period ended                        March 31, 1997
                     -----------------------------------------------------------

[  ]     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
incorporation or organization)                       Identification Number)


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


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



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

                                                           [ x] Yes     [  ] No





<PAGE>



PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements
                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)

                           Consolidated Balance Sheets

                                   (unaudited)
<TABLE>

                                                          March 31,       December 31,
                                                            1997              1996
       Assets

<S>                                                    <C>              <C>           
Cash                                                   $    5,551,401   $    1,203,626
                                                       --------------   --------------

Investment in finance leases
   Minimum rents receivable                                29,022,104       31,294,210
   Estimated unguaranteed residual values                  11,088,145       11,769,952
   Initial direct costs                                       416,090          498,927
   Unearned income                                         (4,180,536)      (4,515,040)
   Allowance for doubtful accounts                           (852,072)        (844,709)
                                                       --------------   --------------
                                                           35,493,731       38,203,340

Investment in operating leases
   Equipment at cost                                       20,771,628       20,771,628
   Accumulated depreciation                                (2,654,278)      (2,388,850)
   Initial direct costs                                          -              81,600
                                                       --------------   --------------
                                                           18,117,350       18,464,378

Investment in financings
   Receivables due in installments                         12,983,488       23,057,131
   Initial direct costs                                        47,426          136,330
   Unearned income                                         (1,959,038)      (3,699,855)
   Allowance for doubtful accounts                           (266,279)        (263,231)
                                                       --------------   --------------
                                                           10,805,597       19,230,375

Note receivable - affiliate                                 6,780,328             -
                                                       --------------   -----------

Other assets                                                  751,270          775,161
                                                       --------------   --------------

Equity investment in joint ventures                            61,385           57,290
                                                       --------------   --------------

Total assets                                           $   77,561,062   $   77,934,170
                                                       ==============   ==============

       Liabilities and Partners' Equity

Notes payable - non-recourse                           $   31,533,224   $   34,168,921
Note payable - revolving credit facility                   17,124,757       13,000,000
Security deposits and deferred credits                        629,509          887,257
Accounts payable - other                                      355,547          461,109
Accounts payable - equipment                                    1,480           71,553
Minority interest in joint venture                             49,202           45,724
Accounts payable to General Partner
   and affiliates, net                                           -             106,642
                                                       --------------   --------------
                                                           49,693,719       48,741,206

</TABLE>

<PAGE>



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

                     Consolidated Balance Sheets (continued)

                                   (unaudited)
<TABLE>

                                                             March 31,       December 31,
                                                                 1997            1996

Commitments and Contingencies

Partners' equity (deficiency)
<S>                                                             <C>              <C>      
   General Partner                                              (241,646)        (228,462)
   Limited partners (609,246 and 609,446 units
     outstanding, $100 per unit original
     issue price in 1997 and 1996, respectively)              28,108,989       29,421,426
                                                          --------------   --------------

Total partners' equity                                        27,867,343       29,192,964
                                                          --------------   --------------

Total liabilities and partners' equity                    $   77,561,062   $   77,934,170
                                                          ==============   ==============


</TABLE>

























See accompanying notes to consolidated financial statements.


<PAGE>



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

                      Consolidated Statements of Operations

                      For the Three Months Ended March 31,

                                   (unaudited)
                                                 1997              1996
                                                 ----              ----
Revenues

   Finance income                          $     1,114,831   $    1,150,111
   Rental income                                   677,193          677,193
   Net gain on sales or remarketing
     of equipment                                  214,999          238,199
   Interest income and other                       203,882          108,887
   Income from equity investment
     in joint venture                                4,095            1,380
   Income from leveraged leases, net                -               200,517
                                           ---------------   --------------

   Total revenues                                2,215,000        2,376,287
                                           ---------------   --------------

Expenses

   Interest                                        529,838          829,234
   Management fees - General Partner               268,478          331,845
   Depreciation                                    265,428          265,428
   Amortization of initial direct costs            253,389          250,593
   Administrative expense reimbursements
   - General Partner                               137,832          159,116
   General and administrative                      112,324           87,608
   Minority interest in joint venture                4,076            1,506
                                           ---------------   --------------

   Total expenses                                1,571,365        1,925,330
                                           ---------------   --------------

Net income                                 $       643,635   $      450,957
                                           ===============   ==============

Net income allocable to:
   Limited partners                        $       637,199   $      446,447
   General Partner                                   6,436            4,510
                                           ---------------   --------------

                                           $       643,635   $      450,957
                                           ===============   ==============
Weighted average number of limited
   partnership units outstanding                   609,380          609,576
                                           ===============   ==============

Net income per weighted average
   limited partnership unit                $          1.05   $          .73
                                           ===============   ==============

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 Three Months Ended March 31, 1997 and the
                  Years Ended December 31, 1996, 1995 and 1994
<TABLE>

                         Limited Partner Distributions

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

Balance at
<S>                              <C>         <C>              <C>                 <C>              <C>            
   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
Cash distribution
   to partners              $    9.11      $   3.64              (7,771,164)          (78,496)        (7,849,660)
Limited partnership
   units redeemed
   (193 units)                                                       (8,960)              -               (8,960)
Net income                                                        2,221,444            22,439          2,243,883
                                                            ---------------     -------------    ---------------

Balance at
   December 31, 1996                                             29,421,426          (228,462)        29,192,964
Cash distribution
   to partners              $    8.57      $   4.18              (1,942,398)          (19,620)        (1,962,018)
Limited partnership
   units redeemed
   (200 units)                                                       (7,238)             -                (7,238)
Net income                                                          637,199             6,436            643,635
                                                            ---------------     -------------    ---------------

Balance at
   March 31, 1997                                           $    28,108,989     $    (241,646)   $    27,867,343
                                                            ===============     =============    ===============
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>



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

                      Consolidated Statements of Cash Flows

                      For the Three Months Ended March 31,

                                   (unaudited)
<TABLE>
                                                                                     1997            1996
                                                                                     ----            ----

Cash flows from operating activities:
<S>                                                                              <C>             <C>          
   Net income                                                                    $     643,635   $     450,957
                                                                                 -------------   -------------
   Adjustments to reconcile net income to
   net cash provided by operating activities:
     Depreciation                                                                      265,428         265,428
     Allowance for doubtful accounts                                                    50,966         (56,674)
     Rental income-assigned operating lease receivables                               (677,193)       (677,193)
     Finance income portion of receivables
       paid directly to lenders by lessees                                            (359,116)       (536,211)
     Amortization of initial direct costs                                              253,389         250,593
     Net gain on sales or remarketing of equipment                                    (214,999)       (238,199)
     Interest expense on non-recourse financing paid
       directly by lessees                                                             178,390         420,457
     Interest expense accrued on debt                                                   69,011         369,823
     Collection of principal - non-financed receivables                              2,848,199       2,372,088
     Income from leveraged lease, net                                                      -          (200,517)
     Income from equity investment in joint venture                                     (4,095)         (1,380)
     Change in operating assets and liabilities:
       Accounts payable to General Partner and affiliates, net                        (106,642)        258,993
       Accounts payable - other                                                       (105,562)       (996,571)
       Security deposits and deferred credits                                         (257,748)       (115,844)
       Minority interest in joint venture                                                3,478             909
       Other assets                                                                     10,826       4,477,625
       Other, net                                                                      396,983         287,899
                                                                                 -------------   -------------

         Total adjustments                                                           2,351,315       5,881,226
                                                                                 -------------   -------------

     Net cash provided by operating activities                                       2,994,950       6,332,183
                                                                                 -------------   -------------

Cash flows from investing activities:
   Equipment and receivables purchased                                              (3,278,980)       (899,481)
   Proceeds from sales of equipment                                                  9,256,632       1,190,114
   Initial direct costs                                                                   -            (73,796)
                                                                                 -------------   -------------

     Net cash provided by investing activities                                       5,977,652         216,837
                                                                                 -------------   -------------

</TABLE>

<PAGE>



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

                Consolidated Statements of Cash Flows (continued)

                      For the Three Months Ended March 31,

                                   (unaudited)
<TABLE>

                                                                                     1997            1996
                                                                                     ----            ----

Cash flows from financing activities:
<S>                                                                                 <C>                    
   Loan to an affiliate                                                             (7,780,328)           -
   Principal payments received on affiliate note                                     1,000,000            -
   Proceeds from revolving credit facility                                           4,400,000         780,000
   Principal payments on revolving credit facility                                    (275,243)     (5,286,569)
   Redemption of limited partnership units                                              (7,238)         (5,283)
   Cash distributions to partners                                                   (1,962,018)     (1,962,680)
                                                                                 -------------   -------------

     Net cash used in financing activities                                          (4,624,827)     (6,474,532)
                                                                                 -------------   -------------

Net increase in cash                                                                 4,347,775          74,488

Cash at beginning of period                                                          1,203,626       5,826,646
                                                                                 -------------   -------------

Cash at end of period                                                            $   5,551,401   $   5,901.134
                                                                                 =============   =============
</TABLE>
























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 three  months ended March 31, 1997 and 1996,  non-cash  activities
included the following:
<TABLE>

                                                                                      1997                1996
                                                                                      ----                ----

Principal and interest on direct finance receivables
<S>                                                                              <C>              <C>           
   paid directly to lenders by lessees                                           $    2,183,214   $    3,303,659
Rental income assigned operating lease receivable                                       677,193          677,193
Principal and interest on non-recourse financing
   paid directly by lessees                                                          (2,860,407)      (3,980,852)

Accounts payable - equipment                                                              -            2,328,000
Fair value of equipment and receivables purchased
   for debt and payables                                                                  -           (2,328,000)
                                                                                 --------------   --------------

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

     Interest  expense of $529,838 and $829,234 for the three months ended March
31, 1997 and 1996  consisted  of:  interest  expense on  non-recourse  financing
accrued  or paid  directly  to lenders by  lessees  of  $225,710  and  $790,280,
respectively, and other interest of $304,128 and $38,954, 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 of ICON Cash Flow Partners,  L.P.,
Series E (the  "Partnership")  have  been  prepared  pursuant  to the  rules and
regulations of the Securities  and Exchange  Commission  (the "SEC") and, in the
opinion  of  management,  include  all  adjustments  (consisting  only of normal
recurring  accruals)  necessary  for a fair  statement of income for each period
shown.  Certain  information  and  footnote  disclosures  normally  included  in
consolidated financial statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such SEC rules
and regulations.  Management  believes that the disclosures made are adequate to
make the information  represented  not  misleading.  The results for the interim
period are not  necessarily  indicative of the results for the full year.  These
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements and notes included in the Partnership's 1995
Annual Report on Form 10-K.

2.     Redemption of Limited Partnership Units

       The General Partner  consented to the  Partnership  redeeming 200 limited
partnership  units during the three months ended March 31, 1997.  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.

3.  Investment in Joint Ventures

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

       ICON Cash Flow LLC 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  currently on lease to Alaska  Airlines,  Inc. The Partnership and L.P.
Six  contributed  99%  and  1%  of  the  cash  required  for  such  acquisition,
respectively,  to 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. The lease is an operating lease. 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."


<PAGE>



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

             Notes to Consolidated Financial Statements - Continued

       ICON Cash Flow LLC 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  currently on lease to Alaska Airlines,  Inc.
The  Partnership  and L.P. Six  contributed  1% and 99% of the cash required for
such acquisition,  respectively, to 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. The lease is an operating  lease.
Profits,  losses,  excess cash and disposition  proceeds will be allocated 1% to
the  Partnership  and 99% to L.P. Six. 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 Cash Flow LLC II at March 31, 1997 is summarized
below:

                                              March 31, 1997

      Assets                                  $   17,674,305
                                              ==============

      Liabilities                             $   13,240,664
                                              ==============

      Equity                                  $    4,433,641
                                              ==============

                                            Three Months Ended
                                              March 31, 1997

      Net income                             $      300,123
                                             ==============

     ICON Cash Flow LLC III

     On December 31, 1996,  the  Partnership  and an  affiliate,  ICON Cash Flow
Partners,  L.P. Seven ("L.P. Seven"),  formed ICON Cash Flow Partners L.L.C. III
("ICON  Cash Flow LLC  III"),  for the  purpose of  acquiring  and  managing  an
aircraft  currently on lease to Continental  Airlines,  Inc. 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 lease is a leveraged lease. Profits, losses,
excess cash and disposition proceeds are allocated 1% to the Partnership and 99%
to L.P. Seven.  The General Partner manages and controls the business affairs of
both the  Partnership and L.P. Seven. 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


<PAGE>



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

             Notes to Consolidated Financial Statements - Continued

joint venture is accounted for under the equity  method.  Information  as to the
financial  position and results of operations of ICON Cash Flow LLC III at March
31, 1997 is summarized below:

                                                       March 31, 1997

                  Assets                               $   16,051,998
                                                       ==============

                  Liabilities                          $   14,347,175
                                                       ==============

                  Equity                               $    1,704,823
                                                       ==============

                                                        Period Ended
                                                       March 31, 1997

                  Net income                           $      109,354
                                                       ==============

4.    Related Party Transactions

      During the three  months  ended March 31, 1997 and 1996,  the  Partnership
paid or accrued to the General Partner management fees of $268,478 and $331,845,
respectively,   and  administrative   expense  reimbursements  of  $137,832  and
$159,116, respectively, which were charged to operations.

      During the three  months  ended March 31, 1997 and 1996,  the  Partnership
paid or accrued  to the  General  Partner  acquisition  fees of $0 and  $73,796,
respectively.

      Included in the Partnership's acquisitions for the year ended December 31,
1996 is a financing transaction in the amount of $5,690,161. This represents the
financings of free cash which results from lease rental  payments  being greater
than debt  payments  on a  leveraged  lease.  The  financing  is  secured by the
underlying  equipment,  a 1983 Airbus A300B4-203  aircraft currently on lease to
A.I. Leasing II, Inc.  Subsequent to this financing ICON Cash Flow Partners L.P.
Six ("L.P.  Six"),  an  affiliate  of the  Partnership,  acquired  the  residual
interest in the leveraged lease and assumed the related outstanding non-recourse
debt.  In  January  1997  L.P.  Six  re-financed  the free cash  portion  of the
leveraged  lease  with a third  party.  As a result  of this  re-financing,  the
Partnership  received  proceeds of $5,792,043 and terminated its interest in the
leveraged lease.

      On  January  28,  1997,  the  Partnership  lent  $7,780,328  to ICON Asset
Acquisition,  a joint venture limited liability  corporation formed by ICON Cash
Flow Partners  L.P.,  Series B (8.93%  interest),  ICON Cash Flow Partners L.P.,
Series C  (13.39%  interest)  and ICON  Cash  Flow  Partners  L.P.  Six  (77.68%
interest),  all  affiliates  of the  Partnership.  This  short  term note  bears
interest at the rate of 8% and is expected to be paid in full by June 30, 1997.



<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 of 55%, 28%, 17%, 0% and less than 1% of total  investments  at
March 31, 1997,  respectively,  and 59%,  24%, 10%, 7% and less than 1% of total
investments at March 31, 1996, respectively.

      For the three months ended March 31, 1997 and 1996, the Partnership leased
or  financed   equipment  with  initial  costs  of  $3,522,046  and  $3,227,482,
respectively,  to 59  and 25  lessees  or  equipment  users,  respectively.  The
weighted  average initial  transaction  term for each year was 43 and 49 months,
respectively.

Results of Operations for the Three Months Ended March 31, 1997 and 1996

      Revenues  for the  three  months  ended  March 31,  1997 were  $2,215,000,
representing  a decrease of $161,287 or 7% from 1996.  The  decrease in revenues
resulted primarily from a decrease in income from leverage leases of $200,517, a
decrease in finance income of $35,280 or 31% and a decrease in net gain on sales
or  remarketing of equipment of $23,200 or 10% from 1996.  These  decreases were
partially  offset by an increase in interest  income and other of $94,995 or 87%
and income from equity investment in joint venture of $2,715. Finance income and
income from leveraged  leases decreased due to a decrease in the average size of
the finance and leveraged  lease  portfolios  from 1996 to 1997. The decrease in
net gain on sales or  remarketing  of  equipment  was due to a  decrease  in the
number of leases maturing and the underlying equipment being sold or remarketed,
for which the proceeds  received were in excess of the remaining  carrying value
of the equipment.  Interest income and other increased due to an increase in the
average cash balance from 1997 to 1996.

      Expenses  for the  three  months  ended  March 31,  1997 were  $1,571,365,
representing  a decrease of $353,965 or 18% from 1996.  The decrease in expenses
resulted  primarily  from a decrease in  interest  expense of $299,396 or 36%, a
decrease in management  fees of $63,367 or 19% and a decrease in  administrative
expense  reimbursements  of  $21,284  or 13% from  1996.  These  decreases  were
partially offset by an increase in general and administrative  expense of $5,242
or 6%, an increase in amortization of initial direct cost of $2,796 or 1% and an
increase in minority interest in joint venture of $2,570 or 2%. Interest expense
decreased due to a decrease in the average debt  outstanding  from 1996 to 1997.
Management fees and  administrative  expense  reimbursements  decreased due to a
decrease in the average size of the portfolio from 1996 to 1997.

      Net income for the three months ended March 31, 1997 and 1996 was $643,635
and  $450,957,  respectively.  The  net  income  per  weighted  average  limited
partnership unit was $1.05 and $.73 for 1997 and 1996, respectively.



<PAGE>



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

                                 March 31, 1997

Liquidity and Capital Resources

      The  Partnership's  primary  sources of funds for the three  months  ended
March 31, 1997 and 1996 were net cash provided by  operations of $2,994,950  and
$6,332,183,  respectively,  proceeds from sales of equipment of  $9,256,632  and
$1,190,114,  respectively,  and proceeds from the revolving  credit  facility of
$4,400,000  and  $780,000,  respectively.  These  funds  were  used to  purchase
equipment,  to fund cash  distributions and to make payments on borrowings.  The
Partnership  intends to continue to purchase  additional  equipment  and to fund
cash distributions utilizing cash provided by operations and proceeds from sales
of equipment.

      Cash  distributions  to the limited  partners  for the three  months ended
March 31,  1997 and  1996,  which  were paid  monthly,  totaled  $1,942,398  and
$1,943,053,  respectively,  of which $637,199 and $446,447 was investment income
and $1,305,199 and $1,496,606 was a return of capital, respectively. The monthly
annualized cash distribution rate to limited partners for the three months ended
March 31,  1997 and 1996 was  12.75%,  of which  4.18% and 2.93% was  investment
income and 8.57% and 9.82% was a return of capital, respectively,  calculated as
a percentage of each partners' initial capital contribution. The limited partner
distribution  per weighted  average unit  outstanding for the three months ended
March 31, 1997 and 1996 was $3.19, of which $1.05 and $.73 was investment income
and $2.14 and $2.46 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 March 31, 1997 the Partnership had $17,124,757  available for
borrowing under the facility, of which $17,124,757 was outstanding.

      Included in the Partnership's acquisitions for the year ended December 31,
1996 is a financing transaction in the amount of $5,690,161. This represents the
financings of free cash,  which results from lease rental payments being greater
than debt  payments  on a  leveraged  lease.  The  financing  is  secured by the
underlying  equipment,  a 1983 Airbus A300B4-203  aircraft currently on lease to
A.I. Leasing II, Inc.  Subsequent to this financing ICON Cash Flow Partners L.P.
Six ("L.P.  Six"),  an  affiliate  of the  Partnership,  acquired  the  residual
interest in the leveraged lease and assumed the related outstanding non-recourse
debt.  In  January  1997  L.P.  Six  re-financed  the free cash  portion  of the
leveraged  lease  with a third  party.  As a result  of this  re-financing,  the
Partnership  received  proceeds of $5,792,043 and terminated its interest in the
leveraged lease.

      On  January  28,  1997,  the  Partnership  lent  $7,780,328  to ICON Asset
Acquisition,  a joint venture limited liability  corporation formed by ICON Cash
Flow Partners  L.P.,  Series B (8.93%  interest),  ICON Cash Flow Partners L.P.,
Series C  (13.39%  interest)  and ICON  Cash  Flow  Partners  L.P.  Six  (77.68%
interest),  all affiliates of the Partnership.  This is a short term note, which
bears interest at the rate of 8%, which is the Partnership's approximate cost of
funds, and is expected to be paid in full by June 30, 1997.

      As of March 31, 1997, 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 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.


<PAGE>



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


PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

No reports or Form 8-K were filed by the  Partnership  during the quarter  ended
March 31, 1997.




<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 15, 1997                        Gary N. Silverhardt
    Date                            Gary N. Silverhardt
                                    Chief Financial Officer
                                    (Principal financial and account officer of
                                    the General Partner of the Registrant)




<PAGE>