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


                                    FORM 10-Q



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

For the period ended                        September 30, 2001
                     -----------------------------------------------------------

[ ] 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
incorporation or organization)             Identification Number)


                  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


<PAGE>


PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

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

                           Consolidated Balance Sheets

                                   (unaudited)
<TABLE>

                                              September 30,      December 31,
                                                  2001               2000
                                                  ----               ----

       Assets

<S>                                          <C>               <C>
Cash                                           $    902,181    $  1,030,751
                                               ------------    ------------

Investment in finance leases
   Minimum rents receivable                       7,036,602      13,688,669
   Estimated unguaranteed residual values         4,668,671       7,904,259
   Unearned income                               (1,087,590)     (2,077,737)
   Allowance for doubtful accounts               (1,786,664)     (1,287,212)
                                               ------------    ------------
                                                  8,831,019      18,227,979

Investment in financings
   Receivables due in installments               10,217,786      11,907,064
   Unearned income                                 (833,625)     (1,176,563)
   Allowance for doubtful accounts               (1,790,893)     (1,235,231)
                                               ------------    ------------
                                                  7,593,268       9,495,270

Investment in operating leases
   Equipment, at cost                            21,554,841      20,707,984
   Accumulated depreciation                      (5,192,807)     (4,584,394)
                                               ------------    ------------
                                                 16,362,034      16,123,590

Investments in unconsolidated joint ventures        209,908         483,555
                                               ------------    ------------

Other assets                                        436,647         793,601
                                               ------------    ------------

Total assets                                   $ 34,335,057    $ 46,154,746
                                               ============    ============
</TABLE>





                                                        (continued on next page)



<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                   (unaudited)
<TABLE>

                                                             September 30,     December 31,
                                                                 2001              2000
                                                                 ----              ----

       Liabilities and Partners' Equity

<S>                                                             <C>               <C>
Notes payable - securitized debt                            $  8,418,402    $ 14,318,259
Notes payable - non-recourse                                  15,437,764      17,798,581
Security deposits, deferred credits and other payables            36,228       2,022,692
Minority interests in consolidated joint ventures                372,049         635,659
                                                            ------------    ------------
                                                              24,264,443      34,775,191

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                              (419,154)       (406,065)
   Limited partners (607,856 units outstanding,
     $100 per unit original issue price in 2001 and 2000,
     respectively)                                            10,489,768      11,785,620
                                                            ------------    ------------

Total partners' equity                                        10,070,614      11,379,555
                                                            ------------    ------------

Total liabilities and partners' equity                      $ 34,335,057    $ 46,154,746
                                                            ============    ============
</TABLE>
















See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Operations

                                   (unaudited)

<TABLE>
                                                For the Three Months            For the Nine Months
                                                 Ended September 30,            Ended September 30,
                                                2001             2000          2001             2000
                                                ----             ----          ----             ----

Revenues
<S>                                         <C>            <C>             <C>            <C>
Finance income                              $     698,181  $     941,365   $   2,216,685  $   2,970,483
Rental income                                     687,002        615,000       1,941,003      1,845,000
   (Loss) gain on sales of equipment              (17,843)        94,851          37,786        233,104
Interest income and other                          12,911         39,326          75,823        134,364
   Loss from investments in
     unconsolidated joint ventures                 (6,260)      (162,042)       (273,647)       (96,084)
                                            -------------  --------------  -------------  --------------

   Total revenues                               1,373,991      1,528,500       3,997,650      5,086,867
                                            -------------  -------------   -------------  -------------

Expenses
   Interest                                       598,493        768,525       1,867,695      2,328,264
   General and administrative                     155,824        184,316         524,556        552,299
   Depreciation                                   272,807        146,803         608,413        440,408
   Provision for bad debts                        780,114          -           1,055,114          -
   Management fees-General Partner                122,993        211,511         408,365        603,916
   Administrative expense reimbursements
     General Partner                              100,401        130,927         269,989        363,366
   Amortization of initial direct costs           -                3,559            -             19,686
   Minority interest (income) expense in
     consolidated joint ventures                 (188,555)        49,983        (263,610)       170,384
                                            -------------- -------------   -------------  -------------

   Total expenses                               1,842,077      1,495,624       4,470,522      4,478,323
                                            -------------  -------------   -------------  -------------

Net (loss) income                           $    (468,086) $      32,876   $    (472,872) $     608,544
                                            =============  =============   =============  =============

Net (loss) income allocable to:
   Limited partners                         $    (463,405) $      32,547        (468,143)       602,458
   General Partner                                 (4,681)           329          (4,729)         6,086
                                            -------------  -------------   -------------  -------------

                                            $    (468,086) $      32,876   $    (472,872) $     608,544
                                            =============  =============   =============  =============
Weighted average number of limited
   partnership units outstanding                  607,856        607,856         607,856        607,856
                                            =============  =============   =============  =============

Net (loss) income per weighted average
   limited partnership unit                 $        (.76) $         .05   $        (.77) $         .99
                                            ============== =============   ============== =============

See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>


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

             Consolidated Statements of Changes in Partners' Equity

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

                                   (unaudited)

<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, 1999                                  $  15,065,327    $    (372,938)   $ 14,692,389

Cash distribution
   to partners             $    5.39     $     .65      (3,672,173)         (37,091)     (3,709,264)

Net income                                                 392,466            3,964         396,430
                                                      ------------    -------------    ------------

Balance at
   December 31, 2000                                    11,785,620         (406,065)     11,379,555

Cash distribution
   to partners             $    1.36     $       -        (827,709)          (8,360)       (836,069)

Net loss
                                                          (468,143)          (4,729)       (472,872)
                                                      ------------    -------------    ------------
Balance at
   September 30, 2001                                   10,489,768    $    (419,154)   $ 10,070,614
                                                      ============    =============    ============

</TABLE>













See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Cash Flows

                     For the Nine Months Ended September 30,

                                   (unaudited)
<TABLE>

                                                                   2001               2000
                                                                  ----               ----

Cash flows provided by operating activities:
<S>                                                            <C>                 <C>
   Net (loss) income                                           $   (472,872)   $    608,544
                                                               ------------    ------------
Adjustments to reconcile net (loss) income to net
     cash provided by operating activities:
     Depreciation                                                   608,413         440,408
     Rental income - paid directly to lenders by lessees         (1,845,000)     (1,845,000)
     Provision for bad debts                                      1,055,114            --
     Amortization of initial direct costs                              --            19,686
   Finance income portion of receivables paid directly
      to lenders by lessees                                        (360,192)     (1,014,883)
     Gain on sales of equipment                                     (37,786)       (233,104)
      Minority interest (income) expense                           (263,610)        170,384
     Interest expense on non-recourse financing paid
      directly by lessees                                         1,291,520       1,332,413
     Loss from investments in unconsolidated joint ventures         273,647          96,084
     Changes in operating assets and liabilities:
      Collection of principal - non-financed receivables          7,463,243      12,417,697
      Security deposits, deferred credits and other payables     (1,986,464)         34,963
      Other assets                                                  356,954        (146,264)
      Other                                                          47,138         179,321
                                                               ------------    ------------

        Total adjustments                                         6,602,977      11,451,705
                                                               ------------    ------------

     Net cash provided by operating activities                    6,130,105      12,060,249
                                                               ------------    ------------

Cash flows from investing activities:
   Proceeds from sales of equipment                                 477,251       1,880,477
   Distributions received from unconsolidated joint ventures           --           140,629
                                                               ------------    ------------

     Net cash provided by investing activities                      477,251       2,021,106
                                                               ------------    ------------

</TABLE>






                                                        (continued on next page)



<PAGE>


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

                Consolidated Statements of Cash Flows (Continued)

                     For the Nine Months Ended September 30,

                                   (unaudited)



                                                  2001            2000
                                                  ----            ----

Cash flows from financing activities:

   Proceeds from non-recourse debt                   --        11,943,528
   Principal payments on non-recourse debt           --       (13,800,738)
   Principal payments on securitized debt      (5,899,857)     (8,618,359)
   Cash distributions to partners                (836,069)     (3,479,961)
                                             ------------    ------------

     Net cash used in financing activities     (6,735,926)    (13,955,530)
                                             ------------    ------------

Net (decrease) increase in cash                  (128,570)        125,825

Cash at beginning of period                     1,030,751       2,073,759
                                             ------------    ------------

Cash at end of period                        $    902,181    $  2,199,584
                                             ============    ============

























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 (Continued)




Supplemental Disclosures of Cash Flow Information

   During the nine months ended September 30, 2001 and 2000, non-cash activities
included the following:

<TABLE>

                                                              2001            2000
                                                              ----            ----
Principal and interest on direct finance receivables

<S>                                                        <C>             <C>
   paid directly to lenders by lessees                     $ 1,807,337     $  3,201,833
Rental income on operating lease
   paid directly to lender by lessees                        1,845,000        1,845,000
Principal and interest on non-recourse
   debt paid directly by lessees                            (3,652,337)      (5,046,833)
                                                           -----------     ------------

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

Interest  expense  of  $1,867,695  and  $2,328,264  for the  nine  months  ended
September  30,  2001 and 2000  consisted  of  interest  expense on  non-recourse
financing  accrued or paid  directly  to lenders  by lessees of  $1,291,520  and
$1,332,413,  respectively,  and interest expense on securitized debt of $576,175
and $995,851, respectively.
<TABLE>

                                                              2001          2000
                                                              ----          ----

<S>                                                       <C>              <C>
Transfer of finance lease residual to operating leases    $   846,857      $   -
                                                          ===========      ==========

Transfer of finance lease residual to investment in       $ 1,810,085      $   -
  financings                                              ===========      ==========

</TABLE>






<PAGE>


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

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 2001

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 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  consolidated  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements  and notes included in the  Partnership's  2000 Annual Report on Form
10-K.

2.   Disposition Period

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

3.   Related Party Transactions

     Fees paid or accrued by the Partnership to the General Partner or its
affiliates for the nine months ended September 30, 2001 and 2000 are as follows:

<TABLE>

                                        2001                2000
                                        ----                ----


<S>                               <C>                 <C>           <C>
     Management fees              $      408,365      $     603,916  Charged to operations
     Administrative expense
       reimbursements                    269,989            363,366  Charged to operations
                                  --------------      -------------

     Total                        $      678,354      $     967,282
                                  ==============      =============

</TABLE>

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


<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

4.   Investments in Joint Ventures

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

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

     ICON Cash Flow Partners L.L.C. I

     In September 1994 the Partnership and an affiliate, ICON Cash Flow Partners
L.P. Six ("L.P. Six"), formed a joint venture, ICON Cash Flow Partners, L.L.C. I
("ICON Cash Flow LLC I"), for the purpose of acquiring and managing an aircraft.
The Partnership and L.P. Six contributed 99% and 1% of the cash required for
such acquisition, respectively, to ICON Cash Flow LLC I. The Partnership's
consolidated financial statements include 100% of the assets and liabilities of
ICON Cash Flow LLC I. L.P. Six's investment in ICON Cash Flow LLC I has been
reflected as "Minority interests in consolidated joint ventures."

     ICON Receivables 1997-B L.L.C.

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

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

ICON Cash Flow Partners L.L.C. II

     In March 1995 the Partnership and L.P. Six formed a joint venture, ICON
Cash Flow Partners L.L.C. II ("ICON Cash Flow LLC II"), for the purpose of
acquiring and managing an aircraft. The Partnership and L.P. Six contributed 1%
and 99% of the cash required for such acquisition, respectively, to ICON Cash
Flow LLC II. The Partnership's investment in the joint venture is accounted for
under the equity method.


<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued




     Information as to the unaudited financial position and results of
operations of ICON Cash Flow LLC II at September 30, 2001 and 2000 are
summarized below:
<TABLE>


                                              September 30, 2001    September 30, 2000

<S>                                            <C>                    <C>
       Assets                                  $17,246,854            $ 17,789,760
                                               ===========            ============

       Liabilities                             $  10,236,680          $ 11,271,877
                                               =============          ============

       Equity                                  $   7,010,174          $  6,517,883
                                               =============          ============

       Partnership's share of equity           $      70,102          $     65,179
                                               =============          ============


                                              Nine Months Ended       Nine Months Ended
                                             September 30, 2001       September 30, 2000
                                             ------------------       ------------------

       Net income                              $     369,352         $     611,779
                                               =============         =============

       Partnership's share of net income       $       3,704         $       6,117
                                               =============         =============

</TABLE>


























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

        Notes to Unaudited Consolidated Financial Statements - Continued




     ICON Cash Flow L.L.C. III

     In December 1996 the Partnership and an affiliate, ICON Cash Flow Partners,
L.P. Seven ("L.P. Seven"), formed a joint venture, ICON Cash Flow Partners
L.L.C. III ("ICON Cash Flow LLC III"), for the purpose of acquiring and managing
an aircraft. The Partnership and L.P. Seven contributed 1% and 99% of the cash
required for such acquisition, respectively, to ICON Cash Flow LLC III. The
Partnership's investment in the joint venture is accounted for under the equity
method.

     Information as to the unaudited financial position and results of
operations of ICON Cash Flow LLC III at September 30, 2001 and 2000 are
summarized below:
<TABLE>

                                              September 30, 2001       September 30, 2000
                                              ------------------       ------------------

<S>                                             <C>                     <C>
    Assets                                      $   7,336,206           $  7,809,573
                                                =============           ============

    Liabilities                                 $   2,613,906           $  3,577,323
                                                =============           ============

    Equity                                      $   4,722,300           $ 4,232,250
                                                =============           ===========

    Partnership's share of equity               $      47,307           $    42,321
                                                =============           =============


                                               Nine Months Ended         Nine Months Ended
                                              September 30, 2001        September 30, 2000
                                              ------------------        ------------------

   Net income                                  $     373,100           $   386,805
                                                =============           ===========

   Partnership's share of net income           $       3,731           $     3,865
                                                =============           ===========

</TABLE>


<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued



ICON Receivables 1997-A L.L.C.

     In March 1997 three affiliates of the Partnership, ICON Cash Flow Partners,
L.P.,  Series D ("Series D"), L.P. Six and L.P. Seven,  contributed and assigned
equipment lease and finance receivables and residuals to ICON Receivables 1997-A
L.L.C.  ("1997-A"),  a  special  purpose  entity  created  for  the  purpose  of
originating  leases,  managing existing  contributed assets and securitizing its
portfolio.  In  September  1997  the  Partnership,   L.P.  Six  and  L.P.  Seven
contributed and assigned additional  equipment lease and finance receivables and
residuals to 1997-A. The Partnership, Series D, L.P. Six and L.P. Seven received
a 31.19%, 17.81%, 31.03% and 19.97% interest,  respectively,  in 1997-A based on
the value of their related contributions.  In September 1997, 1997-A securitized
substantially all of its equipment leases and finance receivables and residuals.
1997-A  became  the  beneficial  owner of a trust.  The  Partnership's  original
investment was recorded at cost and is adjusted by its share of earnings, losses
and distributions thereafter.

     Information  as  to  the  unaudited   financial  position  and  results  of
operations of 1997-A at September 30, 2001 and 2000 are summarized below:
<TABLE>

                                                  September 30, 2001      September 30, 2000
                                                 -------------------     ------------------

<S>                                                <C>                       <C>
       Assets                                      $   2,317,470             $10,906,111
                                                   =============             ===========

       Liabilities                                 $   2,020,887            $  8,391,992
                                                   =============            ============

       Equity                                      $     296,583            $  2,514,119
                                                   =============            ============

       Partnership's share of equity               $      92,499           $     473,979
                                                   =============           =============

                                                  Nine Months Ended        Nine Months Ended
                                                  September 30, 2001       September 30, 2000
                                                 ------------------        ------------------

     Net loss                                     $  (1,895,962)           $    (340,318)
                                                  =============            =============

     Partnership's share of net loss              $    (281,082)           $    (106,066)
                                                  =============            =============

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

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

</TABLE>


     1997-A recorded  provision for bad debt of $1,825,000 during the nine month
period  ended  September  30, 2001 and  $500,000 for the nine month period ended
September 30, 2000.






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

        Notes to Unaudited Consolidated Financial Statements - Continued




5.       Disposition Period

     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.


6.       Investment in Operating Leases

     In the second quarter of 2001, the original lease term of power generator
equipment accounted for as a direct finance lease expired. The residual value at
the expiration of the original lease term was $846,857. This lease was renewed
for a twelve month period. This renewal lease is now accounted for as an
operating lease.

7.       Investment in Financings

     In the second quarter 2001, the original lease term of a production
facility accounted for as a direct finance lease expired. The residual value at
the end of the original lease term was $1,810,085. The underlying equipment was
sold and financed under a five-year note agreement. The note received as a
result of the financing is included in investment in financing. There was no
gain or loss recognized when the underlying equipment residual value was
financed under the note agreement.


<PAGE>


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

                               September 30, 2001


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

The  Partnership's  portfolio  consisted of a net investment in finance  leases,
financings,  operating leases, and investments in unconsolidated  joint ventures
representing  27%, 23%, 49% and 1% of total  investments  at September 30, 2001,
respectively,  and 46%,  21%, 32% and 1% of total  investments  at September 30,
2000, respectively.

Results of Operations

Three Months Ended September 30, 2001 and 2000

     Revenues  for the three  months ended  September  30, 2001 were  $1,373,991
representing a decrease of $154,509 from 2000. The decrease in revenues resulted
primarily  from  decreases  in finance  income of $243,184  and gain on sales of
equipment $112,694.  These decreases were partially offset by a $72,002 increase
in rental income and a decrease in loss from  investments  in joint  ventures of
$155,782.  The decrease in finance income was primarily due to a decrease in the
average  size of the finance  lease  portfolio  from 2000 to 2001,  and due to a
finance  lease  which  was  renewed  in 2001 and which is now  classified  as an
operating  lease  during its  renewal  term.  The  decrease  in gain on sales of
equipment  resulted  from a decrease in the amount of  equipment  sold where the
proceeds  received were in excess of the remaining  carrying value. The increase
in rental  income was due to a finance lease which was renewed in 2001 and which
is now classified as an operating lease. As a result,  rentals received relating
to this lease are now reported as rental income. Prior to this reclassification,
such rentals were included as collection of finance lease  receivables  with the
finance  portion  included  in the  finance  income.  The  decrease in loss from
investment in joint ventures  resulted  primarily from a $500,000  provision for
bad debts recorded by 1997-A in the third quarter of 2000.

     Expenses  for the three  months ended  September  30, 2001 were  $1,842,007
representing  an increase of $346,453 from 2000.  The increase was primarily due
to a provision  for bad debts of $780,114  and an  increase in  depreciation  of
$126,004. These increases were partially offset by decreases in interest expense
of  $170,032,   management   fees  of  $88,518,   and   administrative   expense
reimbursements  of  $30,526.  The  increase in  provision  for bad debts was the
result of  determinations  made of the level of  reserves  required  during 2001
period by 1997-B  during the  current  quarter.  These  determinations  were the
result  of the  Partnership's  ongoing  analysis  of  delinquency  trends,  loss
experience   and  an  assessment  of  overall   credit  risk.  The  increase  in
depreciation  was due to a higher average level of operating  lease  investments
during the 2001  period.  The  decrease  in  interest  expense  resulted  from a
decrease  in  average  debt  outstanding  from  2000 to 2001.  The  decrease  in
management  fees  and  administrative  expense  reimbursements  resulted  from a
decrease in the average size of the finance lease portfolio.

     Net (loss) income for the three months ended September 30, 2001 and 2000
was $(468,086) and $32,876, respectively. The net (loss) income per weighted
average limited partnership unit outstanding was ($.76) and $.05 for 2001 and
2000, respectively.


<PAGE>


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



Nine Months Ended September 30, 2001 and 2000

     Revenues  for the nine months  ended  September  30,  2001 were  $3,997,650
representing  a decrease  of  $1,089,217  from 2000.  The  decrease  in revenues
resulted  principally from a decrease in finance income of $753,798, a loss from
investments in joint ventures of $273,647 versus a loss of $96,084 in 2000 and a
decrease  in gain on  sales of  equipment  of  $195,318.  These  decreases  were
partially offset by a $96,003 increase in rental income. The decrease in finance
income was  primarily due to a decrease in the average size of the finance lease
portfolio  from  2000 to 2001  and due to the  reclassification  of two  finance
leases,  one of which was  renewed in 2001 and now  classified  as an  operating
lease and one of which was sold for a note  receivable  and is now accounted for
as a financing.  The increase in loss from investment in joint venture  resulted
primarily  from  provisions  for bad debts of  $1,825,000  recorded by 1997-A in
2001versus $500,000 recorded in 2000. The decrease in gain on sales of equipment
resulted  from a decrease  in the amount of  equipment  sold where the  proceeds
received were in excess of the remaining  carrying value. The increase in rental
income  was due to a finance  lease  which was  renewed in 2001 and which is now
classified as an operating lease. As a result, rentals received relating to this
lease are now reported as rental  income.  Prior to the  reclassification,  such
rentals were  included as  collections  of finance  lease  receivables  with the
finance portion included in finance income.

     Expenses  for the nine months  ended  September  30,  2001 were  $4,470,522
representing a decrease of $7,801 from 2000. The decrease was due primarily to a
reduction in interest  expense of  $460,569,  a decrease in  management  fees of
$195,551,  minority interest income of $263,610 in 2001 versus minority interest
expense  of  $170,384  in  2000,  and  a  decrease  in  administrative   expense
reimbursements of $93,377.  These decreases were partially offset by an increase
in provision for bad debts of  $1,055,114,  and an increase in  depreciation  of
$168,005.  The decrease in interest  expense resulted from a decrease in average
debt  outstanding from 2000 to 2001.  Minority  interest income resulted from an
overall loss in the Partnership's two consolidated joint ventures in 2001 versus
income recognized in the joint ventures in 2000. The decrease in management fees
and  administrative  expense  reimbursements  resulted  from a  decrease  in the
average size of the finance lease  portfolio.  The increase in provision for bad
debts was the result of  determinations  made of the level of reserves  required
during  2001 by  1997-B.  The  consolidated  joint  venture  1997-B  recorded  a
provision  for bad debts of $1,055,114 in 2001.  These  determinations  were the
result  of the  Partnership's  ongoing  analysis  of  delinquency  trends,  loss
experience   and  an  assessment  of  overall   credit  risk.  The  increase  in
depreciation was due to a higher level of operating lease investments during the
2001 period.

     Net (loss) income for the nine months ended September 30, 2001 and 2000 was
($472,872) and $608,544, respectively. The net (loss) income per weighted
average limited partnership unit outstanding was ($.77) and $.99 for 2001 and
2000, respectively.



<PAGE>


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



Liquidity and Capital Resources

     The  Partnership's  primary  sources  of funds  for the nine  months  ended
September  30, 2001 and 2000 were net cash  provided by operations of $6,130,105
and $12,060,249, proceeds from sales of equipment of $477,251 and $1,880,477 and
borrowings  of  $11,943,528  during  2000.  These  funds  were used to fund cash
distributions and debt repayments.

     Cash  distributions to limited partners for the nine months ended September
30, 2001 and 2000 totaled $827,709 and $3,445,172 respectively.

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

     The  Partnership is monitoring  closely the impact of a slowing economy and
the  terrorist  attacks  of  September  11,  2001  on  its  lessees  in  certain
industries,  including the airline industry.  However, as of September 30, 2001,
except as noted  above,  there  were no known  trends or  demands,  commitments,
events or uncertainties which are likely to have a material effect on liquidity.
As cash is realized from operations and sales of equipment, the Partnership will
distribute  substantially all available cash, after retaining sufficient cash to
meet its reserve requirements and recurring obligations.


Item 3.  Qualitative and Quantitative Disclosures About Market Risk

     The  Partnership is exposed to certain market risks,  including  changes in
interest  rates.  The  Partnership  believes its exposure to other market risks,
including  commodity risk and equity price risk, are  insignificant  to both its
financial position and results of operations.

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





<PAGE>



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

PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

No reports on Form 8-K were filed by the Partnership during the quarter ended
September 30, 2001.



<PAGE>


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



                                   SIGNATURES


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

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




       November 13, 2001            /s/ Thomas W. Martin
------------------------------      --------------------------------------------
                 Date               Thomas W. Martin
                                    Executive Vice President
                                   (Principal financial and accounting officer
                                    of the General Partner of the Registrant)