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, 2004
                              --------------------------------------------------

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

for the transition period from __________________________ to ___________________

Commission File Number                     0-27912
                      ----------------------------------------------------------

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


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


                   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 Rule 12b-2 of the Exchange Act Rule) [ ] 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


                                                  (unaudited)
                                                    March 31,      December 31,
                                                      2004            2003
                                                      ----            ----

       Assets
       ------

Cash and cash equivalents                     $       288,014   $       80,318
                                              ---------------   --------------

Investment in finance leases
   Minimum rents receivable                         1,340,982        1,466,112
   Estimated unguaranteed residual values           1,266,007        1,266,007
   Unearned income                                    (27,770)         (40,551)
   Allowance for doubtful accounts                   (744,894)        (578,391)
                                              ---------------   --------------

                                                    1,834,325        2,113,177
                                              ---------------   --------------

Investment in operating leases
   Equipment at cost                               19,207,984       19,207,984
   Accumulated depreciation                        (8,757,818)      (8,357,851)
                                              ---------------   --------------
                                                   10,450,166       10,850,133
                                              ---------------   ---------------

Investment in financings
   Receivables due in installments                  2,377,060        2,446,433
   Unearned income                                      -              (13,238)
   Allowance for doubtful accounts                 (1,256,130)      (1,405,763)
                                              ---------------   --------------
                                                    1,120,930        1,027,432
                                              ---------------   ---------------

Equipment held for sale, net                        1,199,179        1,199,179
                                              ---------------   --------------

Investments in unconsolidated joint ventures          111,274          126,594
                                              ---------------  ---------------

Other assets, net                                      90,578           99,847
                                              ---------------   ---------------

Total assets                                  $    15,094,466   $   15,496,680
                                              ===============   ==============




                                                        (continued on next page)
<PAGE>

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

                Condensed Consolidated Balance Sheets (Continued)


<TABLE>
<CAPTION>

                                                           (unaudited)
                                                             March 31,       December 31,
                                                               2004              2003
                                                               ----              ----

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

<S>                                                    <C>               <C>
Notes payable - non-recourse                           $     9,609,391   $    9,565,050
Security deposits, deferred credits and other payables         722,360          684,632
Deferred income                                                924,236          828,530
Due to affiliates, net                                         551,276          594,982
Minority interests in consolidated joint ventures               53,785           58,561
                                                       ---------------   --------------

Total liabilities                                           11,861,048       11,731,755
                                                       ---------------   --------------


Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                            (487,390)        (482,075)
   Limited partners (607,856 units outstanding,
     $100 per unit original issue price)                     3,720,808        4,247,000
                                                       ---------------   --------------

Total partners' equity                                       3,233,418        3,764,925
                                                       ---------------   --------------

Total liabilities and partners' equity                 $    15,094,466   $   15,496,680
                                                       ===============   ==============


</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>


                                                                 2004                  2003
                                                                 ----                  ----
<S>                                                       <C>                 <C>
Revenues
  Rental income                                           $        236,454    $       249,001
  Finance income                                                    20,558            304,637
  Net gain on sales of equipment                                   205,400            310,917
  Interest income and other                                          3,193            198,439
  Loss from investments in
     unconsolidated joint ventures                                 (14,611)           (11,379)
                                                          ----------------    ---------------

   Total revenues                                                  450,994          1,051,615
                                                          ----------------    ----------------

Expenses
   Depreciation                                                    399,967            399,967
   Interest                                                        313,237            308,627
   General and administrative                                       48,312            204,904
   Management fees - General Partner                                22,893             97,972
   Administrative expense reimbursements - General Partner           9,190             74,179
   Amortization of initial direct costs and other                      412              6,094
   Minority interest expense (income)                               46,756            (54,322)
                                                          ----------------    ---------------

   Total expenses                                                  840,767          1,037,421
                                                          ----------------    ---------------

Net (loss) income                                         $       (389,773)   $        14,194
                                                          ================    ===============

Net (loss) income allocable to:
   Limited partners                                       $       (385,875)   $        14,052
   General Partner                                                  (3,898)               142
                                                          ----------------    ---------------

                                                          $       (389,773)   $        14,194
                                                          ================    ===============

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

Net (loss) income per weighted average
   limited partnership unit                               $          (.63)    $           .02
                                                          ===============     ===============


</TABLE>



See accompanying notes to condensed consolidated financial statements.

<PAGE>

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

         Condensed Consolidated Statement of Changes in Partners' Equity

                    For the Three Months Ended March 31, 2004

                                   (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, 2004                                            $     4,247,000    $    (482,075)   $      3,764,925

Cash distributions
  to partners                 $     .23       $    -                (140,317)          (1,417)           (141,734)

Net loss                                                             (385,875)          (3,898)           (389,773)
                                                              ---------------    -------------    ----------------

Balance at
   March 31, 2004                                             $     3,720,808    $    (487,390)   $      3,233,418
                                                              ===============    =============    ================

</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>

                                                                                    2004               2003
                                                                                    ----               ----

<S>                                                                          <C>                 <C>
Cash flows from operating activities:
   Net (loss) income                                                         $       (389,773)   $        14,194
                                                                             ----------------    ---------------
   Adjustments to reconcile net (loss) income to net
     cash provided by operating activities:
       Depreciation                                                                   399,967            399,967
       Rental income - paid directly to lender by lessee                             (225,000)          (225,000)
       Finance income portion of receivables paid directly
         to lenders by lenders to lessees                                                  -             (14,886)
       Amortization of initial direct costs                                               412              6,094
       Net gain on sales of equipment                                                (205,400)          (310,917)
       Interest expense on non-recourse financing paid
         directly by lenders to lessees                                               310,958            294,390
       Loss from investments in unconsolidated joint ventures                          14,611             11,379
       Minority interest expense (income) in consolidated joint ventures               46,756            (54,322)
       Changes in operating assets and liabilities:
         Collection of principal - non-financed receivables                           193,483          1,586,189
         Other assets, net                                                              -                329,652
         Security deposits deferred credits, and other payables                        37,728           (982,770)
         Deferred income                                                               95,706             (1,471)
         Due to General Partner and affiliates                                        (43,706)            37,594
                                                                             ----------------     --------------

           Total adjustments                                                          625,515          1,075,899
                                                                             ----------------     --------------

Net cash provided by operating activities                                             235,742          1,090,093
                                                                             ----------------     --------------

Cash flows from investing activities:
   Proceeds from sales of equipment                                                   206,128            437,352
   Distributions received from unconsolidated joint ventures                              709                 -
   Distributions to minority interests in consolidated joint ventures                 (51,532)                -
                                                                             ----------------     --------------

Net cash provided by investing activities                                             155,305            437,352
                                                                             ----------------     --------------


Cash flows from financing activities:
   Principal payments on non-recourse notes payable                                   (41,617)        (1,188,581)
   Cash distributions to partners                                                    (141,734)          (836,582)
                                                                             ----------------     --------------

Net cash used in financing activities                                                (183,351)        (2,025,163)
                                                                             ----------------     --------------

Net increase (decrease) in cash and cash equivalents                                  207,696           (497,718)

Cash and cash equivalents at beginning of period                                       80,318            746,808
                                                                             ----------------    ---------------

Cash and cash equivalents at end of period                                   $        288,014    $       249,090
                                                                             ================    ===============


</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, 2004 and 2003,  non-cash activities
included the following:


<TABLE>
<CAPTION>

                                                                 2004            2003
                                                                 ----            ----

<S>                                                         <C>             <C>
Principal and interest on direct finance receivables
   paid directly to lenders by lessees                      $     -         $   139,825
Rental income on operating lease receivables
   paid directly to lender by lessee                            225,000         225,000
Principal and interest on non-recourse
   debt paid directly to lender by lessee                      (225,000)       (364,825)
                                                            -----------     -----------

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

Interest expense on non-recourse financing accrued or
   paid directly to lenders by lessees                      $   310,958     $   294,390
Other interest paid                                               2,279          14,237
                                                            -----------     -----------
Total interest expense                                      $   313,237     $   308,627
                                                            ===========     ===========

</TABLE>















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, 2004
                                   (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 2003 Annual Report
on Form 10-K. Certain 2003 amounts have been reclassified to conform to the 2004
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 and other  expenses paid or accrued by the  Partnership to the General
Partner or its  affiliates  for the three  months  ended March 31, 2004 and 2003
were as follows:

                              2004              2003
                              ----              ----

Management fees           $    22,893      $    97,972   Charged to operations
Administrative expense
  reimbursements                9,190           74,179   Charged to operations
                          -----------      -----------

Total                     $    32,083      $   172,151
                          ===========      ===========

     For the quarter ended March 31, 2004, the  Partnership had a net payable of
$551,276  due to  affiliates.  The  majority  of  this  payable  is due to  ICON
Receivables 1998-A Inc. ("1998-A") for rents collected on behalf of 1998-A.

     The  Partnership and its affiliates have formed five joint ventures for the
purpose of acquiring  and  managing  various  assets.  The  Partnership  and its
affiliates  have identical  investment  objectives  and  participate on the same
terms and  conditions.  (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.   Joint Ventures

     The  Partnership  and its  affiliates  formed five joint  ventures  for the
purpose of acquiring  and  managing  various  assets.  The  Partnership  and its
affiliates  have identical  investment  objectives  and  participate on the same
terms and  conditions.  The Partnership has a right of first refusal to purchase
the equipment,  on a pro-rata  basis,  if any of the  affiliates  desire to sell
their interest in the equipment.

     Consolidated Joint Ventures

     The  two  joint  ventures  described  below  are  majority  owned  and  are
consolidated with the Partnership.

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

     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.  ("ICON  Cash Flow LLC") for the  purpose of  acquiring  and  managing an
aircraft on lease with a U.S. based commercial airline. The Partnership and L.P.
Six acquired  interests of 99% and 1%,  respectively,  in ICON Cash Flow LLC. In
1997, upon the scheduled  termination of the lease,  the aircraft was remarketed
to Aerovias de Mexico, S.A. de C.V. ("Aeromexico") under a lease that originally
was scheduled to expire in October 2002, but has been since extended twice under
an  extension  agreement.  ICON Cash Flow LLC acquired  the  aircraft,  assuming
non-recourse debt and utilizing cash received from the Partnership and L.P. Six.
Profits,  losses,  excess cash and disposition proceeds of the joint venture 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. L.P. Six's  investment in ICON Cash
Flow LLC is reflected as minority interest in joint venture on the Partnership's
consolidated  balance sheets and as minority  interest  (income)  expense on its
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")  for the purpose of  securitizing  the cash flow  collections  from a
portfolio of leases.  The Partnership,  L.P. Six and L.P. Seven each contributed
cash,  equipment  leases and  residuals  and  received  a 75%,  8.33% and 16.67%
interest respectively, in 1997-B.

     The Partnership's  condensed consolidated financial statements include 100%
of the assets,  liabilities,  revenues and expenses of 1997-B. L.P. Six and L.P.
Seven's  investments  in 1997-B  have been  recorded as  minority  interests  in
consolidated  joint  ventures on the condensed  consolidated  balance sheets and
statements of operations.

     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 on lease with a U.S.  based  commercial  airline.  The
Partnership and L.P. Six acquired interests of 1% and 99%, respectively, in ICON
Cash Flow LLC II. In 1997,  upon the  scheduled  termination  of the lease,  the
aircraft was  remarketed to Aeromexico.  This lease  originally was scheduled to
expire in November  2002,  but has since been extended  twice under an extension
agreement.  ICON Cash Flow LLC II acquired the aircraft,  assuming  non-recourse
debt and utilizing  cash 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  outstanding  non-recourse  debt at March 31, 2004 was
$9,183,162.

     Information as to the unaudited  results of operations for the three months
ended March 31, 2004 and 2003 is summarized below:

                                    Three Months Ended        Three Months Ended
                                      March 31, 2004            March 31, 2003
                                      --------------            --------------

Net loss                              $     (503,404)           $      (425,556)
                                      ==============            ===============

Partnership's share of net loss       $       (5,034)           $        (4,256)
                                      ==============            ===============

     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 which was on lease to  Continental  Airlines,
Inc. The aircraft is a 1976 McDonnell  Douglas DC-10-30 with an original cost of
$11,429,751.  The original lease,  which was accounted for as a leveraged lease,
expired on April 30th 2003. Effective May 1, 2003, the aircraft was re-leased to
World Airlines,  Inc. on a  "power-by-the-hour"  basis. 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.

     Information as to the unaudited  results of operations for the three months
ended March 31, 2004 and 2003 is summarized below:

                                         Three Months Ended  Three Months Ended
                                           March 31, 2004      March 31, 2003
                                           --------------      -------------

Net (loss) income                          $     (67,941)      $     118,340
                                           =============       =============

Partnership's share of net (loss) income   $        (679)      $       1,183
                                           =============       =============

Distributions                              $      70,944       $       -
                                           =============       =============

Partnership's share of distributions       $         709       $       -
                                           =============       =============

<PAGE>

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

        Notes to Unaudited Consolidated Financial Statements - Continued

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

     In March and September 1997, the Partnership and affiliates, ICON Cash Flow
Partners,  L.P., Series D ("Series D"), L.P. Six and L.P. Seven, contributed and
assigned  equipment  lease  and  finance   receivables  and  residuals  to  ICON
Receivables  1997-A LLC ("1997-A") for the purpose of securitizing the cash flow
collections  from a portfolio of leases.  As of March 31, 2004, 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.

     Information as to the unaudited  results of operations for the three months
ended March 31, 2004 and 2003 is summarized below:

                                    Three Months Ended       Three Months Ended
                                      March 31, 2004           March 31, 2003
                                      --------------           --------------

Net loss                              $     (28,530)           $     (26,631)
                                      =============            =============

Partnership's share of net loss       $      (8,898)           $      (8,306)
                                      =============            =============

<PAGE>

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

                                 March 31, 2004

     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 and notes dated
December  31, 2003  included in the  Partnership's  annual  report on Form 10-K.
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, 2004 and 2003
------------------------------------------------------------------------

     Revenues for the three months  ended March 31, 2004 ("2004  Quarter")  were
$450,994,  representing  a decrease of  $600,621 or 57.1% from the three  months
ended March 31, 2003 ("2003 Quarter").  The decrease in revenues resulted partly
from a decrease in finance  income of $284,079,  which was due to the  continued
reduction in the average size of the finance lease portfolio.  Other income also
decreased by $195,246,  which was primarily due to a residual  notes  obligation
adjustment in the 2003 Quarter which did not occur in the 2004 Quarter. Net gain
on sales of  equipment  also  decreased  by $105,517  due to the receipt of less
proceeds on sales of equipment.

     Expenses  for the 2004 Quarter were  $840,767,  representing  a decrease of
$196,654 or 19% from the 2003  Quarter.  The decrease in expenses was  primarily
the result of a decrease in general  and  administrative  expenses of  $156,592,
principally due to a reduction in professional fees as the  Partnership's  level
of  activity  in  remarketing   continues  to  decrease.   Management  fees  and
administrative  expense  reimbursements also decreased,  by $75,079 and $64,989,
respectively,  as a  result  of  the  reduction  in  the  average  size  of  the
Partnership's  lease  portfolio.  Offsetting  these decreases was an increase in
minority interest expense in consolidated joint ventures of $101,078, which is a
function of the level of income in the consolidated joint ventures.

     Net (loss) income for the 2004 Quarter and 2003 Quarter was  $(389,773) and
$14,194,  respectively.  The net (loss)  income  per  weighted  average  limited
partnership  unit was $(.63)  and $.02 for the 2004  Quarter  and 2003  Quarter,
respectively.

Liquidity and Capital Resources

     The  Partnership's  primary sources of liquidity for the three months ended
March  31,  2004 and  2003 was net cash  provided  by  operating  activities  of
$235,742 and $1,090,093,  respectively,  and proceeds from sales of equipment of
$206,128  and  $437,352,  respectively.  These  funds,  as well as funds held in
reserve by the Partnership,  were used to pay cash  distributions  and make debt
repayments.

     Cash  distributions  to  partners  for the 2004  Quarter  and 2003  Quarter
totaled  $141,734  and  $836,582,  respectively.  Debt  repayments  for the 2004
Quarter and 2003 Quarter totaled $41,617 and  $1,188,581,  respectively.  In the
2004 Quarter, distributions to minority interests were made for $51,532.
<PAGE>

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

                                 March 31, 2004

     From time to time the Partnership will invest in industries,  equipment, or
geopolitical  regions that may be subject to outside  influences that may affect
the  Partnership's  investments.  While these  factors are  considered  when the
investments are made, unforeseen events such as those that occurred on September
11, 2001 can have  far-reaching  and  unpredictable  adverse  consequences.  The
following is a discussion of some assets that may fall into this category.

     Aircraft:  The  Partnership  is the  lessor  of a  McDonald  Douglas  MD-83
aircraft on lease to Aerovias de Mexico, S.A. de C.V. ("Aeromexico").  The value
of this equipment is subject to the fluctuations of the airline industry,  which
are greatly influenced by a number of factors including, but not limited to, the
global economy,  fuel prices,  political  instability,  terrorist activity,  and
epidemics  such as SARS. The Fund is also the lessor of aircraft  rotables,  the
value of which are tied directly to the state of the aircraft market.

     The Partnership's cash flow from operating  activities may be less than the
Partnership's  current  level of  expenses.  To the  extent  that  cash  flow is
insufficient  to pay such  expenses,  the  Partnership  may be  required to sell
assets prior to maturity or borrow against future cash flows.

     The Partnership's non-recourse debt balance on March 31, 2004 of $9,609,391
includes a note payable of $9,488,961  which is secured by the aircraft on lease
to Aeromexico and which matured in January 2004.  Although the maturity date has
passed,  the  Partnership  has been  negotiating  with the  lender to extend the
maturity date to conform with that of the lease expiration date of January 2005.

     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,  2004,  except  as  noted  above,  and to the best of our
knowledge,  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 investors.

     The  Partnership  manages its interest  rate risk by  obtaining  fixed rate
debt. The fixed rate debt service  obligation  streams are generally  matched by
fixed  rate  lease  receivable  streams  generated  by the  Partnership's  lease
investments.

<PAGE>

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

                                 March 31, 2004

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

Item 4.  Controls and Procedures

     The Partnership  carried out an evaluation,  under the supervision and with
the  participation  of management of ICON Capital Corp.,  the General Partner of
the  Partnership,  including  the  Chief  Executive  Officer  and the  Principal
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
Partnership's  disclosure  controls and  procedures  as of the end of the period
covered by this report  pursuant to the Securities  Exchange Act of 1934.  Based
upon the  evaluation,  the Chief Executive  Officer and the Principal  Financial
Officer concluded that the Partnership's disclosure controls and procedures were
effective.

     There were no significant  changes in the  Partnership's  internal  control
over  financial  reporting  during the  Partnership's  first  quarter  that have
materially  affected,  or are likely to  materially  affect,  the  Partnership's
internal control over financial reporting.

<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

None

Exhibits

32.1 Certification of Chairman and Chief Executive Officer

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

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

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

<PAGE>

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

                                   SIGNATURES

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

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



       May 17, 2004               /s/ Thomas W. Martin
------------------------          ----------------------------------------
          Date                    Thomas W. Martin
                                  Executive Vice President
                                  (Principal Financial and Accounting Officer of
                                  the General Partner of the Registrant)

<PAGE>

Exhibit 32.1

     Principal  Executive Officer  Certification  Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

                              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-15e and 15d-15e) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          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 and presented in this quarterly  report our conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this  quarterly  report  based on
          such evaluation; 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;

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

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the  registrant's  auditors  and the board of  directors  of the  Corporate
     Manager (or persons performing the equivalent function):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation of internal  control,  are  reasonably  likely to materially
          affect  the  Partnership  ability to record,  process,  summarize  and
          report financial information and

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

Dated:  May 17, 2004

/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>

Exhibit 32.2

     Principal  Executive Officer  Certification  Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

                              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-15e and 15d-15e) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          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 and presented in this quarterly  report our conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this  quarterly  report  based on
          such evaluation; 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;

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

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the  registrant's  auditors  and the board of  directors  of the  Corporate
     Manager (or persons performing the equivalent function):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation of internal  control,  are  reasonably  likely to materially
          affect  the  Partnership  ability to record,  process,  summarize  and
          report financial information and

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

Dated:  May 17, 2004

/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, 2004

EXHIBIT 33.1

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

(1)  the Quarterly  Report on Form 10-Q for the period ended March 31, 2004 (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 17, 2004



 /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, 2004

EXHIBIT 33.2

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

(1)  the Quarterly  Report on Form 10-Q for the period ended March 31, 2004 (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 17, 2004




 /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