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                      September 30, 2005
                       ---------------------------------------------------------

[ ] 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                               333-121790
                       ---------------------------------------------------------

                          ICON Leasing Fund Eleven, LLC
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                        35-2193184
--------------------------------------------------------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)

 100 Fifth Avenue, New York, New York                              10011-1505
--------------------------------------------------------------------------------
 (Address of principal executive offices)                         (Zip code)

                                 (212) 418-4700
               Registrant's telephone number, including area code


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [x] Yes [ ] No

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). [ ] Yes [x] No

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [ ] Yes [x] No

<PAGE>

                          ICON Leasing Fund Eleven, LLC
                                      Index


PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>

     Item 1.  Financial Statements

<S>                                                                                     <C>
          Balance Sheet at September 30, 2005 (Unaudited)                                  3

          Statement of Operations for the Three Months Ended September 30, 2005
           and for the Period from May 6, 2005 (Commencement of Operations)
            through September 30, 2005 (Unaudited)                                         4

          Statement of Changes in Members' Equity for the Period from May 6,
           2005 (Commencement of Operations) through September 30, 2005
           (Unaudited)                                                                     5

          Statement of Cash Flows for the Period from May 6, 2005 (Commencement
           of Operations) through September 30, 2005 (Unaudited)                           6

         Notes to Financial Statements (Unaudited)                                       7-11

     Item 2.  Manager's Discussion and Analysis of Financial Condition
               and Plan of Operations                                                   12-15

     Item 3.  Quantitative and Qualitative Disclosures About Market Risk                  16

     Item 4.  Controls and Procedures                                                     16

PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings                                                           17

     Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                 17

     Item 3.  Defaults Upon Senior Securities                                             17

     Item 4.  Submission of Matters to a Vote of Security Holders                         17

     Item 5.  Other Information                                                           17

     Item 6.  Exhibits                                                                    17

         Signatures                                                                       18

         Certifications                                                                19-22

</TABLE>
                                       2

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                         ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                                  Balance Sheet
                               September 30, 2005
                                   (Unaudited)


                                     ASSETS



 Cash and cash equivalents                                      $   59,645,084
 Restricted cash                                                     2,094,209
 Other assets, net                                                      25,156
                                                                ---------------

    Total assets                                                $   61,764,449
                                                                ==============


                         LIABILITIES AND MEMBERS' EQUITY

 Due to Manager                                                 $      497,669
                                                                --------------

 Commitments and contingencies

 Members' equity:
    Manager (one share outstanding, $1,000 per share original
 issue price)                                                          (10,967)
    Additional Members (71,957.99 shares outstanding,
 $1,000 per share original issue price)                             61,277,747
                                                                --------------

 Total members' equity                                              61,266,780
                                                                --------------

 Total liabilities and members' equity                          $   61,764,449
                                                                ==============

See accompanying notes to financial statements.


                                       3
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           May 6, 2005
                                                                        (Commencement of)
                                                                           Operations)
                                                  Three Months Ended         Through
                                                  September 30, 2005    September 30, 2005
                                                  ------------------    ------------------
 Revenue:
<S>                                                  <C>                <C>
    Interest income                                  $   186,358        $        188,654
                                                     ------------       ----------------

 Expenses:
    Administrative expense reimbursement - Manager        407,772                529,976
    Amortization expense                                    1,094                  1,094
    General and administrative                             25,188                 25,348
                                                     ------------       ----------------

      Total expenses                                      434,054                556,418
                                                     ------------       ----------------

 Net loss                                            $   (247,696)      $        (367,764)
                                                     ============       ================

 Net loss allocable to:
    Additional Members                               $   (245,219)      $       (364,086)
    Manager                                                (2,477)                (3,678)
                                                     -------------      ----------------

                                                     $   (247,696)      $       (367,764)
                                                     =============      ================

 Weighted average number of additional
 member shares outstanding                                 44,120                 30,247
                                                     ============       ================

 Net loss per weighted average
 additional member share                             $      (5.56)      $         (12.04)
                                                     ============       ================
</TABLE>

See accompanying notes to financial statements.

                                       4
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                     Statement of Changes in Members' Equity
 Period From May 6, 2005 (Commencement of Operations) through September 30, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>

                                       Additional Member    Additional      Managing
                                          Shares            Members          Member         Total
                                          ------            -------          ------         -----


<S>                                    <C>             <C>               <C>              <C>
 Balance, May 6, 2005                            1.00  $         1,000   $        1,000   $      2,000

 Proceeds from issuance of additional
    member shares                           71,957.99       71,957,993              -       71,957,993
 Refund of additonal members share              (1.00)          (1,000)             -           (1,000)
 Sales and offering expenses                         -      (9,494,221)             -       (9,494,221)
 Cash distributions to members                       -        (821,939)          (8,289)      (830,228)
 Net loss                                            -        (364,086)          (3,678)      (367,764)
                                        -------------- ----------------  ---------------  -------------

 Balance, September 30, 2005                71,957.99  $    61,277,747   $      (10,967)  $ 61,266,780
                                        =============  ================  ===============  ============


</TABLE>


See accompanying notes to financial statements.

                                       5

<PAGE>


                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                             Statement of Cash Flows
 Period From May 6, 2005 (Commencement of Operations) through September 30, 2005
                                   (Unaudited)


 Cash flows from operating activities:
    Net loss                                                  $     (367,764)
 Adjustments to reconcile net loss to net cash provided by
  operating activities:
    Amortization                                                       1,094
    Changes in operating assets and liabilities:
 Due to General Partner and affiliates, net                          497,669
                                                              --------------

 Net cash provided by operations                                     130,999
                                                              --------------

 Cash flows from financing activities:
    Issuance of additional member shares, net of sales and
      offering expenses paid                                      62,463,772
    Additional member refunds                                         (1,000)
    Other assets, net                                                (26,250)
    Increase in restricted cash                                   (2,094,209)
    Cash distributions to members                                   (830,228)
                                                              ---------------

 Net cash provided by financing activities                        59,512,085
                                                              ---------------

 Net increase in cash and cash equivalents                        59,643,084
 Cash and cash equivalents, beginning of the period                    2,000
                                                              --------------

 Cash and cash equivalents, end of the period                 $   59,645,084
                                                              ==============



See accompanying notes to financial statements.

                                       6
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                          Notes To Financial Statements
                               September 30, 2005
                                   (Unaudited)

(1)    Basis of Presentation

     The accompanying financial statements of ICON Leasing Fund Eleven, LLC (the
"LLC") have been prepared in accordance  with  accounting  principles  generally
accepted in the United States of America for interim  financial  information and
pursuant to the rules and regulations of the Securities and Exchange  Commission
for Form 10-Q.  Accordingly,  they do not  include  all of the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States  of  America  for  complete  financial  statements.  In  the  opinion  of
management,  all  adjustments  (consisting  only of normal  recurring  accruals)
considered necessary for a fair presentation have been included. The results for
the interim  period are not  necessarily  indicative of the results for the full
year.

(2)    Organization

     The LLC was  formed on  December  2, 2004 as a Delaware  limited  liability
company and commenced  operations on May 6, 2005 when the LLC admitted its first
additional members.  The LLC is engaged in one business segment, the business of
acquiring  equipment  subject to lease. The LLC will continue until December 31,
2024, unless terminated sooner.

     ICON Capital  Corp.  (the  "Manager")  is a  Connecticut  corporation.  The
Manager  will  manage and control the  business  affairs of the LLC's  equipment
leases and financing transactions under the terms of a limited liability company
agreement with the LLC, (the "LLC agreement").  Additionally,  the Manager has a
1% ownership interest in the LLC.

     The LLC is currently  in its offering  period which began in April 2005 and
is anticipated to end during April 2007. The initial  capitalization  of the LLC
was $2,000 on December  17, 2004 which  consisted of $1,000 from the Manager and
$1,000 for a single  additional  member interest from an officer of the Manager.
At September  30, 2005,  the LLC refunded the $1,000 for the  additional  member
interest to the officer of the Manager. The LLC is offering membership interests
with the current intention of raising up to $200,000,000 of capital.

     The LLC had its initial closing on May 6, 2005 (Commencement of Operations)
with the sale of 1,200 membership interests  representing  $1,200,000 of capital
contributions.  From May 7, 2005 through September 30, 2005, the LLC has sold an
additional 70,757.99 membership  interests  representing  $70,757,993 of capital
contributions.  Beginning with the Commencement of Operations,  the LLC has been
paying  sales  commissions  incurred to third  parties  and various  fees to the
Manager and ICON  Securities  Corp., a  wholly-owned  subsidiary of the Manager.
These  sales  commissions  and fees paid to the Manager  and its  affiliate  are
recorded as a reduction of the LLC's equity.

     With the proceeds from membership interests sold, the LLC intends to invest
in  equipment  subject  to lease  and in  residual  ownership  rights  in leased
equipment.

     Profits,  losses, cash distributions and liquidation proceeds are allocated
99% to the Additional Members and 1% to the Manager until each Additional Member
has received cash  distributions and liquidation  proceeds  sufficient to reduce
their adjusted capital contribution  account to zero and received,  in addition,
other  distributions  and  allocations  which  would  provide  an 8%  per  annum
cumulative return on their outstanding  adjusted capital  contribution  account.
After such time,  the  distributions  will be  allocated  90% to the  Additional
Members and 10% to the Manager.

                                       7
<PAGE>
                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                          Notes To Financial Statements
                               September 30, 2005
                                   (Unaudited)

(3)    Summary of Significant Accounting Policies

     Cash and Cash Equivalents

     Cash  and  cash  equivalents  include  cash  in  banks  and  highly  liquid
investments with original maturity dates of three months or less. The LLC's cash
and cash  equivalents are held  principally at one financial  institution and at
times may exceed  insured  limits.  The LLC  periodically  evaluates  the credit
worthiness  of the  institution  and  has not  experienced  any  losses  on such
deposits.

     Restricted Cash

     Restricted cash is cash that is committed for a particular  purpose and not
available for the operations of the LLC.

     Share Redemption

     The LLC may, at its discretion,  redeem shares from a limited number of its
additional  members,  as defined in its LLC Agreement.  The redemption price for
any shares  approved for  redemption is based upon a formula,  as defined in the
LLC Agreement. Additional members are required to hold their shares for at least
one year before redemptions will be permitted.

     Per Unit Data

     Net loss and  distributions  per share are based upon the weighted  average
number of additional member shares  outstanding  during the period. The weighted
average  number of  additional  member  shares  outstanding  is calculated as if
operations commenced on May 6, 2005.

     Income Taxes

     The LLC is  taxed  as a  partnership  for  Federal  and  state  income  tax
purposes.  No provision for income taxes has been  recorded  since the liability
for such taxes is that of each of the  individual  members  rather than the LLC.
The LLC's income tax returns are subject to examination by the Federal and state
taxing authorities,  and changes, if any, could adjust the individual income tax
of the members.

(4)    Transactions with Related Parties

     The LLC has  entered  into  certain  agreements  with the  Manager and ICON
Securities Corp.  whereby the LLC pays certain fees and  reimbursements to those
parties.  The  Manager  is  entitled  to receive  3.5% on  capital  raised up to
$50,000,000,   2.5%  on  capital  raised   between   $50,000,001  to  less  than
$100,000,000 and 1.5% on capital raised over $100,000,000. ICON Securities Corp.
is entitled to receive a 2% underwriting  fee from the gross proceeds from sales
of shares to the Additional Members.

                                       8
<PAGE>
                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                          Notes To Financial Statements
                               September 30, 2005
                                   (Unaudited)

(4)    Transactions with Related Parties - continued

     In  accordance  with the terms of the LLC  Agreement,  the LLC will pay the
Manager (i)  management  fees ranging from 1% to 7% based on a percentage of the
rentals  received  either directly by the LLC or through joint ventures and (ii)
acquisition  fees of 3%  calculated  based on the gross  value of the  equipment
acquired.  In addition,  the Manager is reimbursed for  administrative  expenses
incurred in connection with the LLC's operations.

     From May 6, 2005  (Commencement of Operations)  through September 30, 2005,
the LLC has raised $71,957,993 of capital contributions. During this time period
the LLC has paid and accrued  sales  commissions  to unrelated  third parties of
$5,756,111,  underwriting commissions to ICON Securities Corp. of $1,439,160 and
organizational and offering fees to the Manager of $2,298,950. Of these amounts,
$39,954 in underwriting  commissions and $49,943 for organizational and offering
fees have been accrued as of September 30, 2005.

     For the period from May 6, 2005 to  September  30,  2005,  the LLC paid and
accrued $529,976 for administrative  expense  reimbursements to the Manager.  Of
this amount $407,772 was accrued as of September 30, 2005.

     From  October  1, 2005  through  October  31,  2005,  the LLC has raised an
additional $10,809,386 of capital contributions. During this time period the LLC
has paid or accrued sales  commissions  to unrelated  third parties of $864,401,
underwriting commissions to ICON Securities Corp. of $216,188 and organizational
and offering fees to the Manager of $270,235.

     Fees and other  expenses  paid or accrued by the LLC to the  Manager or its
affiliates  were as follows  for the period  from May 6, 2005  (Commencement  of
Operations) through September 30, 2005:



  Organizational and offering fees (1)            $   2,298,950
  Underwriting commissions (1)                        1,439,160
  Administrative expense reimbursements (2)             529,976
                                                  -------------

                                                  $   4,268,086


(1) Charged directly to members' equity.
(2) Charged directly to operations.

                                       9
<PAGE>
                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                          Notes To Financial Statements
                               September 30, 2005
                                   (Unaudited)

(5)    Revolving Loan Facility

     On August 31,  2005,  the LLC,  together  with  certain  of its  affiliates
(entities  sponsored  and  organized by the  Manager),  ICON Income Fund Eight B
L.P., ICON Income Fund Nine,  LLC, and ICON Income Fund Ten, LLC  (collectively,
the  "Borrowers")  entered into a Commercial  Loan Agreement (the  "Agreement"),
with  California  Bank & Trust (the  "Lender").  The  Agreement  provides  for a
revolving  line of  credit of up to  $17,000,000  pursuant  to a senior  secured
revolving loan facility (the  "Facility")  which is secured by all assets of the
Borrowers not subject to a first  priority  lien,  as defined in the  Agreement.
Each of the Borrowers are jointly and severally  liable for all amounts borrowed
under the  Facility.  Amounts  available  under the  Facility  is  subject  to a
borrowing base that is determined,  subject to certain limitations, based on the
present value of the future  receivables under certain lease agreements in which
the Borrowers have a beneficial interest. The interest rate on any advances made
under the Facility is the Lender's  prime rate plus 0.25% per year (which was 7%
at September 30,  2005).  In accordance  with the  Agreement,  the Borrowers may
elect to have up to five separate  advances  under the Facility each made at the
rate at which United States dollar deposits can be acquired by the Lender in the
London Interbank  Eurocurrency Market, plus 2.75% per year. The Facility expires
on August 31, 2007 unless  renewed by the Borrowers  for an additional  one year
term, in the sole discretion of the Lender.

     As part of the  Agreement the Borrowers are required to comply with certain
financial  covenants,  including,  a minimum debt coverage ratio, a tangible net
worth covenant, a leverage ratio and a minimum liquidity covenant. The Borrowers
are in compliance  with these  covenants at September 30, 2005. If the Borrowers
become  non-compliant  with any of the terms and conditions of the Agreement the
Borrowers may not declare or pay any distributions to investors.

In  addition,  on August 31, 2005,  the  Borrowers  entered into a  Contribution
Agreement (the "Contribution  Agreement"),  pursuant to which the Borrowers have
agreed to certain  restrictions  on the  amounts  and terms of their  respective
borrowings  under the  Facility  in order to  minimize  the risk that a Borrower
would be unable to repay its portion of the  outstanding  obligations  under the
Facility  at any time.  These  restrictions  include,  but are not  limited  to,
borrowing  in  excess  of the  lesser  of  (a) an  amount  each  Borrower  could
reasonably  expect to repay in one year from its projected cash flow, or (b) the
greater of (i) the borrowing  base, as defined in the  Agreement,  as applied to
such and (ii) 50% of the net worth of such Borrower.  The Contribution Agreement
also  provides  that,  in  the  event  a  Borrower  pays  an  amount  under  the
Contribution Agreement in excess of its share of the total obligations under the
Facility,  whether  by reason of an event of  default  or  otherwise,  the other
Borrowers will immediately  make a contribution  payment to such Borrower and in
such  amount  that the  aggregate  amount  paid by each  Borrower  reflects  its
allocable share of the aggregate obligations under the Facility.  The Borrowers'
obligations to each other under the Contribution Agreement are collateralized by
a subordinate lien on the assets of each Borrower.

     Under the terms of the Agreement,  the Borrowers are required to maintain a
cash reserve with the Lender  representing 20% of all outstanding  advances plus
all pending  advances.  The LLC has established an interest bearing cash account
with the Lender totaling  $2,094,209 at September 30, 2005,  which satisfies the
Lenders cash reserve requirement.

                                       10
<PAGE>
                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                          Notes To Financial Statements
                               September 30, 2005
                                   (Unaudited)

(5)    Revolving Loan Facility - continued

     On September 7, 2005, certain of the Borrowers were advanced  approximately
$10,200,000 under the Facility, which amount was used to completely repay all of
the  outstanding  indebtedness  owed  by  certain  of the  Borrowers  and  their
affiliates under a prior revolving  credit facility,  to which the LLC was not a
party.

     Aggregate  borrowings  by all  Borrowers  under the  Facility  amounted  to
$10,471,046 at September 30, 2005. The LLC currently has no borrowings under the
Facility.

                                       11
<PAGE>

Item 2.  Manager's Discussion and Analysis and Plan of Operation

     As used in this  quarterly  report on Form 10-Q,  references to "we," "us,"
"our" or similar terms refer to ICON Leasing Fund Eleven, LLC.

     Our  Manager  is  ICON  Capital  Corp.  (the   "Manager"),   a  Connecticut
corporation.  The Manager  will manage and control the  business  affairs of our
equipment  leases  and  financing  transactions  under  the  terms of a  limited
liability company agreement.

     Forward-Looking  Information - Certain statements within this Form 10-Q may
constitute   forward-looking  statements  within  the  meaning  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. We believe 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.  Any such  forward-looking
statements  are  subject to risks and  uncertainties  and our future  results of
operations  could differ  materially  from current  expectations.  Some of these
risks  are  discussed  in  this  report,   and  include,   without   limitation,
fluctuations  in  petroleum  and  fuel  prices;  level  of  fleet  additions  by
competitors  and industry  overcapacity;  changing  customer  demands for leased
equipment; acts of terrorism;  unsettled political conditions, war, civil unrest
and governmental  actions,  and environmental and labor laws. Our actual results
could  differ  materially  from  those   anticipated  by  such   forward-looking
statements due to a number of factors,  some of which may be beyond our control,
including, without limitation:

o    changes in our industry, interest rates or the general economy;

o    the degree and nature of our competition;

o    cash flows from operating  activities may be less than our current level of
     expenses and debt obligations;

o    the financial condition of lessees; and

o        lessee defaults.

     Business Overview

     We are an equipment  leasing  business formed on December 2, 2004. We began
active  operations  on May 6,  2005 with the  initial  admission  of  additional
members. We will primarily engage in the business of acquiring equipment subject
to lease and, to a lesser degree,  acquiring ownership rights to items of leased
equipment at lease expiration. Some of our equipment leases will be acquired for
cash  and are  expected  to  provide  current  cash  flow,  which we refer to as
"income"  leases.  The  majority of the  purchase  price of our other  equipment
leases will be financed, so these leases will generate little or no current cash
flow because  substantially  all of the rental  payments  received from a lessee
will be paid to a lender.  For these  "growth"  leases,  we anticipate  that the
future  value of the  leased  equipment  will  exceed  the cash  portion  of the
purchase price paid for the equipment.

     We expect to invest most of the net proceeds  from our offering in items of
equipment that will be subject to a lease.  After the net offering proceeds have
been invested,  it is anticipated that additional  investments will be made with
the cash generated  from our initial  investments to the extent that cash is not
needed for expenses,  reserves and distributions to investors. The investment in
additional  equipment  in this manner is called  "reinvestment."  We  anticipate
purchasing  equipment from time to time for the next five years. This time frame
is called the "operating period," which we may extend, at our discretion,  up to
an additional three years.  After the "operating  period," we will then sell our
assets in the  ordinary  course  of  business  during a time  frame  called  the
"liquidation period".

     If we believe  it would  benefit  investors  to  reinvest  our cash flow in
equipment during the liquidation  period, we may do so, but the Manager will not
receive any additional  acquisition fees in connection with such  reinvestments.
Our goal is to complete the liquidation  period within three years after the end
of the  operating  period,  but it may take  longer  to do so.  Accordingly,  an
investor should expect to hold their membership interests for at least ten years
from the time they invest.

                                       12
<PAGE>

     We anticipate substantially all of our recurring operating cash flows to be
generated from the "income" leases in our portfolio. On a monthly basis, we will
deduct the expenses  related to the recurring  operations of the portfolio  from
such  revenues  and assess the amount of the  remaining  cash flows that will be
required to fund known  re-leasing  costs and equipment  management  costs.  Any
residual  operating cash flows are considered  available for distribution to the
additional members.

     Economic Factors

     Our results continue to be impacted by a number of factors  influencing the
United States of America's  economy as well as the equipment  leasing  industry,
some of which are discussed below.

     United States Economy and the Leasing Industry

     The economy of the United States of America has been experiencing continued
growth  during  2005,  although  not at the pace  experienced  during  2004.  We
anticipate that capital  spending by  corporations  will continue to increase as
well, which should increase  available leases, and to that end, we believe there
will be more  opportunities  in this market.  We believe the leasing  industry's
outlook for the foreseeable  future is encouraging.  However, a key obstacle for
the equipment  leasing and finance  industry has been the continued low interest
rate  environment,  which reduces  leasing volume inasmuch as customers are more
prone to  purchase  than lease.  We are  optimistic  that the recent  pattern of
federal funds rate  increases  will continue over time,  causing more lessees to
return to the marketplace.

     In June 2005, the Securities and Exchange  Commission  (the "SEC") issued a
study  entitled  "Report and  Recommendations  Pursuant to Section 401(c) of the
Sarbanes-Oxley Act of 2002 On Arrangements with Off-Balance Sheet  Implications,
Special Purpose Entities, and Transparency of Filings by Issuers" (the "Study").
In  the  Study,  the  SEC  recommends  that  lease   accounting   procedures  be
re-evaluated.   Suggested   changes   under  the   Study,   and  the   continued
misperception, stemming from Enron, WorldCom and others, that leasing should not
play a central role as a financing  alternative,  may serve to adversely  affect
our industry by deterring potential lessees from entering the marketplace.

     Results of  Operations  for the Period  from May 6, 2005  (Commencement  of
Operations) through September 30, 2005

     We are currently in our offering period. From May 6, 2005 through September
30, 2005, we have sold 71,957.99 additional  membership  interests  representing
$71,957,993  of capital  contributions.  The minimum  offering of $1,200,000 was
achieved  on May 6,  2005  (Commencement  of  Operations),  and the  $10,000,000
minimum offering for  Pennsylvania was achieved on May 26, 2005.  Beginning with
the Commencement of Operations,  we have been paying sales commissions  incurred
to third parties, and various fees to the Manager and ICON Securities Corp., its
affiliate, as outlined in our prospectus.  These sales commissions and fees paid
to the Manager and its affiliate  are recorded as a reduction of our equity.  We
paid and accrued administrative expense reimbursements to our Manager, which are
charged to  operations,  of  $529,976.  Of this amount,  we accrued  $407,772 at
September 30, 2005.

     At  October  31,  2005,  we have sold an  additional  10,809.38  membership
interests representing  $10,809,386 of capital  contributions.  From May 6, 2005
(Commencement  of Operations)  through  October 31, 2005, we have admitted 2,532
Additional Members.

     Liquidity and Capital Resources

     Our Manager anticipates that we will continue to sell membership  interests
and expects to continue to admit  additional  members  throughout  our  offering
period.  We are  currently  seeking  to  utilize  the funds  raised to invest in
equipment subject to lease and in residual  ownership rights in leased equipment
and establish an operating reserve.

     For the  period  from May 6,  2005  (Commencement  of  Operations)  through
September  30, 2005,  we have paid and accrued  sales  commissions  to unrelated
third  parties  and  paid  and  accrued  various  fees  to our  Manager  and its
affiliate.  During this time period,  we paid and accrued sales  commissions  of
$5,756,111  to unrelated  third  parties,  paid and accrued  $1,439,160  to ICON
Securities  Corp.,  an affiliate of our Manager,  who receives or is entitled to
receive,  a 2% underwriting fee from the gross proceeds from sales of all shares
to the additional members and we paid and accrued $2,298,950 to our Manager, who
is entitled to receive a fee for organizational  and offering expenses.  For the
period from May 6, 2005 (Commencement of Operations) through September 30, 2005,
we  paid  and  accrued  $529,976  to  our  Manager  for  administrative  expense
reimbursements.

                                       13
<PAGE>

     Financings and Borrowings

     On August 31, 2005, we together with certain of our affiliates, ICON Income
Fund Eight B L.P.,  ICON Income Fund Nine,  LLC,  and ICON Income Fund Ten,  LLC
(collectively,  the  "Borrowers")  entered into a Commercial Loan Agreement (the
"Agreement"),  with  California  Bank &  Trust  (the  "Lender").  The  Agreement
provides  for a  revolving  line of credit of up to  $17,000,000  pursuant  to a
senior  secured  revolving  loan facility (the  "Facility")  which is secured by
certain  collateral of the Borrowers,  as defined in the Agreement.  Each of the
Borrowers are jointly and severally  liable for all amounts  borrowed  under the
Facility.  Amounts  available  under the Facility is subject to a borrowing base
that is determined,  subject to certain limitations,  based on the present value
of the future  receivables under certain lease agreements in which the Borrowers
have a beneficial  interest.  The interest  rate on any advances  made under the
Facility  is the  Lender's  prime  rate  plus  0.25% per year  (which  was 7% at
September 30, 2005). In accordance  with the Agreement,  the Borrowers may elect
to have up to five separate advances under the Facility each made at the rate at
which United States dollar  deposits can be acquired by the Lender in the London
Interbank  Eurocurrency  Market,  plus 2.75% per year. The Facility  expirers on
August 31, 2007 unless renewed by the Borrowers for an additional one year term,
in the sole discretion of the Lender.

     As part of the  Agreement the Borrowers are required to comply with certain
financial  covenants,  including,  a minimum debt coverage ratio, a tangible net
worth covenant, a leverage ratio and a minimum liquidity covenant. The Borrowers
are in compliance  with these  covenants at September 30, 2005. If the Borrowers
become  non-compliant  with any of the terms and conditions of the Agreement the
Borrowers may not declare or pay any distributions to investors.

     In addition,  on August 31, 2005, the Borrowers entered into a Contribution
Agreement (the "Contribution  Agreement"),  pursuant to which the Borrowers have
agreed to certain  restrictions  on the  amounts  and terms of their  respective
borrowings  under the  Facility  in order to  minimize  the risk that a Borrower
would be unable to repay its portion of the  outstanding  obligations  under the
Facility  at any time.  These  restrictions  include,  but are not  limited  to,
borrowing  in  excess  of the  lesser  of  (a) an  amount  each  Borrower  could
reasonably  expect to repay in one year from its projected cash flow, or (b) the
greater of (i) the borrowing  base, as defined in the  Agreement,  as applied to
such and (ii) 50% of the net worth of such Borrower.  The Contribution Agreement
also  provides  that,  in  the  event  a  Borrower  pays  an  amount  under  the
Contribution Agreement in excess of its share of the total obligations under the
Facility,  whether  by reason of an event of  default  or  otherwise,  the other
Borrowers will immediately  make a contribution  payment to such Borrower and in
such  amount  that the  aggregate  amount  paid by each  Borrower  reflects  its
allocable share of the aggregate obligations under the Facility.  The Borrowers'
obligations to each other under the Contribution Agreement are collateralized by
a subordinate lien on the assets of each Borrower.

     Under the terms of the Agreement, the Borrowers are required to maintain an
interest  bearing  cash  account  with  the  Lender   representing  20%  of  all
outstanding advances plus all pending advances.  We have established an interest
bearing cash account with the Lender totaling  $2,094,209 at September 30, 2005,
which satisfies the Lenders cash reserve requirement.

     On September 7, 2005, certain of the Borrowers were advanced  approximately
$10,200,000 under the Facility, which amount was used to completely repay all of
the  outstanding  indebtedness  owed  by  certain  of the  Borrowers  and  their
affiliates  under a prior  revolving  credit  facility,  to  which we were not a
party.

     Aggregate  borrowings  by all  Borrowers  under the  Facility  amounted  to
$10,471,046  at September  30, 2005. We currently  have no borrowings  under the
Facility.

     Distributions

     We pay monthly  distributions to our members beginning with the first month
after the additional member's admission through the termination of the operating
period.  We paid  distributions to additional  members totaling $821,939 for the
period from May 6, 2005 (Commencement of Operations) through September 30, 2005.
Additionally,  the Manager was paid  distributions of $8,289 for the period from
May 6, 2005 (Commencement of Operations) through September 30, 2005.

                                       14
<PAGE>

     Risks and Uncertainties

     At September 30, 2005,  except as listed below,  there were no known trends
or demands,  commitments,  events or  uncertainties  which were likely to have a
material effect on our liquidity.

o    We and our affiliates  are engaged  directly and indirectly in the business
     of acquiring equipment subject to lease. Our affiliates may have investment
     objectives  similar  to ours and may be in a position  to acquire  the same
     equipment  at the same  time as us. As a result,  we may  compete  with our
     affiliates  for leases and such leases may be allocated  to our  affiliates
     instead of us. Any decisions regarding conflicts in allocating leases among
     us and our affiliates will be made by an investment  committee  taking into
     consideration such things as whether:

     o    the required cash  investment  is greater than the cash  available for
          investment  and the  length of time  each  business  has been  seeking
          investments;

     o    the  amount of debt to be  incurred  or assumed  from the  prospective
          transaction   would  result  in  total   indebtedness  that  is  above
          acceptable levels for the business;

     o    the type or  geographic  location of the  equipment  would result in a
          concentration in the business that is above acceptable levels;

     o    the lease expiration date is beyond the date by which the existence of
          the businesses will end;

     o    the lessee's credit quality  satisfies the objectives of the business,
          including  whether the  addition of such lessee would result in credit
          concentration that is above acceptable levels for the business; and


     o    the amount and timing of any scheduled  rental income  facilitates the
          cash distribution objectives of the business.

                                       15
<PAGE>

Item 3.  Qualitative and Quantitative Disclosures About Market Risk

     We, like most other  companies,  will be exposed to certain  market  risks,
which include  changes in interest  rates and the demand for equipment  (and the
related  residuals)  to be owned by us. We believe  that our  exposure  to other
market risks,  including foreign currency exchange rate risk, commodity risk and
equity  price  risk,  are  insignificant,  at this time,  to both our  financial
position and our results of operations.

     In general,  we will manage our exposure to interest rate risk by obtaining
fixed rate debt.  The fixed rate debt will be structured so as to match the cash
flows required to service the debt to the payment streams under fixed rate lease
receivables.  The  payments  under the leases will be assigned to the lenders in
satisfaction  of the debt.  We may,  however,  finance  leases  with a  floating
interest rate and we will therefore be exposed to interest rate risk until fixed
rate  financing is arranged or we enter into interest rate swap  agreements.  In
situations  where we will have  floating  interest  rates,  our risk  management
policy is to hedge the floating  interest  rate risks with an interest rate swap
thereby creating a fixed interest rate.

     We borrow funds under a revolving credit facility with a floating  interest
rate and are therefore  exposed to interest rate risk until the revolving credit
facility is repaid.  We had no outstanding debt under the floating rate Facility
at September 30, 2005.

Item 4. Controls and Procedures

     Evaluation of disclosure controls and procedures

     We  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation  of management of ICON Capital Corp.,  our Manager,  including its
Chief Executive Officer and the Principal  Financial and Accounting  Officer, of
the  effectiveness  of the design and operation of our  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,  except as noted
below,  the Chief Executive  Officer and the Principal  Financial and Accounting
Officer concluded that our disclosure controls and procedures were effective.

     While evaluating our disclosure  controls and procedures we recognized that
greater internal  controls were needed to aid in a more efficient closing of our
financial  statements,  thereby requiring  additional  skilled accounting staff.
Towards the end of the third  quarter of 2004,  our  Manager  hired a new senior
vice  president  of  accounting  and our  Manager  is in the  process of seeking
additional accounting staff in order to better effectuate our internal controls.
We will continue to evaluate our disclosure controls and procedures to determine
their  effectiveness  and  adequacy  and will take the steps  necessary,  in our
opinion, to ensure the adequacy of our disclosure controls and procedures.

     In designing and  evaluating  our disclosure  controls and  procedures,  we
recognized that disclosure controls and procedures, no matter how well conceived
and operated,  can provide only  reasonable,  not absolute,  assurance  that the
objectives of the  disclosure  controls and  procedures  are met. Our disclosure
controls  and  procedures  have  been  designed  to  meet  reasonable  assurance
standards. Disclosure controls and procedures cannot detect or prevent all error
and fraud.  Some  inherent  limitations  in disclosure  controls and  procedures
include  costs of  implementation,  faulty  decision-making,  simple  error  and
mistake.  Additionally,  controls can be  circumvented by the individual acts of
some persons,  by collusion of two or more people, or by management  override of
the  controls.  The design of any system of  controls  is based,  in part,  upon
certain  assumptions about the likelihood of future events,  and there can be no
assurance  that any design will succeed in achieving  its stated goals under all
anticipated and unanticipated future conditions.  Over time, controls may become
inadequate  because of changes in conditions,  or the degree of compliance  with
established policies or procedures.

     Our  Manager's  Chief  Executive   Officer  and  Principal   Financial  and
Accounting  Officer have determined that no weakness in disclosure  controls and
procedures  had any  material  effect on the accuracy  and  completeness  of our
financial reporting and disclosures included in this report.

                                       16
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

     In the ordinary  course of conducting  our  business,  there may be certain
claims, suits and complaints filed against us. In the opinion of management, the
outcome  of such  matters,  if any,  will  not  have a  material  impact  on our
consolidated  financial  position or results of  operations.  No material  legal
proceedings are currently pending or threatened, to our knowledge, against us or
against any of our assets.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

     From May 6, 2005  (Commencement of Operations)  through September 30, 2005,
we have raised $71,957,993 of capital contributions.  For the period from May 6,
2005  (Commencement of Operations)  through  September 30, 2005, we have paid or
accrued sales commissions to unrelated third parties of $5,756,111, underwriting
commissions to ICON Securities Corp., an affiliate of our Manager, of $1,439,160
and organizational and offering fees to our Manager of $2,298,950.

     From October 1, 2005 through October 31, 2005, we have raised an additional
$10,809,386  of  capital  contributions.  For the  period  from  October 1, 2005
through October 31, 2005, we have paid or accrued sales commissions to unrelated
third parties of $864,401, underwriting commissions to ICON Securities Corp., an
affiliate of our Manager,  of $216,188 and  organizational  and offering fees to
our Manager of $270,235.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

         No matters  were  submitted to a vote of security  holders  during the
         third quarter 2005.

Item 5.  Other Information

         Not applicable.

Item 6. Exhibits

     31.1 Certification of Chairman and Chief Executive Officer.

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

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

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

                                       17
<PAGE>

                                   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 Leasing Fund Eleven, LLC (Registrant) By its Manager, ICON Capital Corp.

Date: November 14, 2005        /s/ Beaufort J.B. Clarke
                               ------------------------
                               Beaufort J.B. Clarke
                               Chairman, Chief Executive Officer and Director

Date: November 14, 2005        /s/ Thomas W. Martin
                               --------------------
                               Thomas W. Martin
                               Executive Vice President and Director
                               (Principal Financial and Accounting Officer)

                                       18
<PAGE>

Exhibit 31.1

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

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

1. I have  reviewed  this  quarterly  report on Form 10-Q of ICON  Leasing  Fund
Eleven, LLC;

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

3.  Based  on  my  knowledge,  the  financial  statements  and  other  financial
information included in this 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 report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) 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. disclosed in this report any change in the registrant's internal control
     over financial  reporting that occurred during the registrant's most recent
     fiscal  quarter (the  registrant's  fourth fiscal quarter in the case of an
     annual report) 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  officer 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 Manager (or
     persons performing the equivalent function):

     a. all significant  deficiencies  and material  weaknesses in the design or
     operation of internal  control  which are  reasonably  likely to materially
     affect the registrant's  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 control
     over financial reporting.

Date: November 14, 2005

/s/ Beaufort J.B. Clarke
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
ICON Capital Corp.
Manager of ICON Leasing Fund Eleven, LLC

                                       19
<PAGE>

Exhibit 31.2

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

I, Thomas W. Martin, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of ICON Leasing Fund
     Eleven, LLC;

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

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in  this  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 report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  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  report  based  on  such
          evaluation; and

     c.   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  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  officer 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 Manager (or
     persons performing the equivalent function):

     a.   all significant  deficiencies and material weaknesses in the design or
          operation  of  internal   control  which  are  reasonably   likely  to
          materially  affect  the  registrant's  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
          control over financial reporting.

Date: November 14, 2005

/s/ Thomas W. Martin
Thomas W. Martin
Executive Vice President and Director
(Principal Financial and Accounting Officer)
ICON Capital Corp.
Manager of ICON Leasing Fund Eleven, LLC

                                       20
<PAGE>

Exhibit 32.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  906  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. ss.1350)

I, Beaufort J.B.  Clarke,  Chairman and Chief Executive  Officer of ICON Capital
Corp.,  the Manager of ICON  Leasing  Fund  Eleven,  LLC,  certify,  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, (18 U.S.C. ss.1350), that, to the
best of my knowledge:

1.   The  Quarterly  Report on Form 10-Q for the period from May 6, 2005 through
     September 30, 2005 (the "Periodic Report") which this statement accompanies
     fully  complies  with the  requirements  of  Section  13(a) or 15(d) of the
     Securities Exchange Act of 1934; and

2.   The information  contained in the Periodic Report fairly  presents,  in all
     material  respects,  the  financial  condition and results of operations of
     ICON Leasing Fund Eleven, LLC.

Date: November 14, 2005

/s/ Beaufort J.B. Clarke
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
ICON Capital Corp.
Manager of ICON Leasing Fund Eleven, LLC

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

The information  contained in this Exhibit 32.1 is being furnished and shall not
be deemed "filed" for the purposes of Section 18 of the Securities  Exchange Act
of 1934, as amended,  or otherwise  subject to the  liabilities of that section.
The  information  contained in this Exhibit  32.1 shall not be  incorporated  by
reference  into any  registration  statement or other  document  pursuant to the
Securities  Exchange Act of 1934, as amended,  or the Securities Act of 1933, as
amended,  except as shall be expressly  set forth by specific  reference to this
Exhibit 32.1 in such filing.

                                       21
<PAGE>

Exhibit 32.2

Principal Financial and Accounting Officer Certification Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss.1350)

I,  Thomas  W.  Martin,   Executive  Vice  President  (Principal  Financial  and
Accounting  Officer) of ICON  Capital  Corp.,  the Manager of ICON  Leasing Fund
Eleven, LLC, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
(18 U.S.C. ss.1350), that, to the best of my knowledge:

1.   The  Quarterly  Report on Form 10-Q for the period from May 6, 2005 through
     September 30, 2005 (the "Periodic Report") which this statement accompanies
     fully  complies  with the  requirements  of  Section  13(a) or 15(d) of the
     Securities Exchange Act of 1934; and

2.   The information  contained in the Periodic Report fairly  presents,  in all
     material  respects,  the  financial  condition and results of operations of
     ICON Leasing Fund Eleven, LLC.

Date: November 14, 2005

/s/ Thomas W. Martin
Thomas W. Martin
Executive Vice President and Director
(Principal Financial and Accounting Officer)
ICON Capital Corp.
Manager of ICON Leasing Fund Eleven, LLC

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

The information  contained in this Exhibit 32.2 is being furnished and shall not
be deemed "filed" for the purposes of Section 18 of the Securities  Exchange Act
of 1934, as amended,  or otherwise  subject to the  liabilities of that section.
The  information  contained in this Exhibit  32.2 shall not be  incorporated  by
reference  into any  registration  statement or other  document  pursuant to the
Securities  Exchange Act of 1934, as amended,  or the Securities Act of 1933, as
amended,  except as shall be expressly  set forth by specific  reference to this
Exhibit 32.2 in such filing.

                                       22
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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                      September 30, 2005
                       ---------------------------------------------------------

[ ] 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                               333-121790
                       ---------------------------------------------------------

                          ICON Leasing Fund Eleven, LLC
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                        35-2193184
--------------------------------------------------------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)

 100 Fifth Avenue, New York, New York                              10011-1505
--------------------------------------------------------------------------------
 (Address of principal executive offices)                         (Zip code)

                                 (212) 418-4700
               Registrant's telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [x] Yes [ ] No

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). [ ] Yes [x] No

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [ ] Yes [x] No
ICON Leasing Fund Eleven, LLC
                                      Index

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements
Balance Sheet at September 30, 2005 (Unaudited)                                  3

          Statement of Operations for the Three Months Ended September 30, 2005
           and for the Period from May 6, 2005 (Commencement of Operations)
            through September 30, 2005 (Unaudited)                                         4

          Statement of Changes in Members' Equity for the Period from May 6,
           2005 (Commencement of Operations) through September 30, 2005
           (Unaudited)                                                                     5

          Statement of Cash Flows for the Period from May 6, 2005 (Commencement
           of Operations) through September 30, 2005 (Unaudited)                           6

         Notes to Financial Statements (Unaudited)                                       7-11

     Item 2.  Manager's Discussion and Analysis of Financial Condition
               and Plan of Operations                                                   12-15

     Item 3.  Quantitative and Qualitative Disclosures About Market Risk                  16

     Item 4.  Controls and Procedures                                                     16

PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings                                                           17

     Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                 17

     Item 3.  Defaults Upon Senior Securities                                             17

     Item 4.  Submission of Matters to a Vote of Security Holders                         17

     Item 5.  Other Information                                                           17

     Item 6.  Exhibits                                                                    17

         Signatures                                                                       18

         Certifications                                                                19-22
2
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                         ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                                  Balance Sheet
                               September 30, 2005
                                   (Unaudited)

                                     ASSETS

 Cash and cash equivalents                                      $   59,645,084
 Restricted cash                                                     2,094,209
 Other assets, net                                                      25,156
                                                                ---------------

    Total assets                                                $   61,764,449
                                                                ==============

                         LIABILITIES AND MEMBERS' EQUITY

 Due to Manager                                                 $      497,669
                                                                --------------

 Commitments and contingencies

 Members' equity:
    Manager (one share outstanding, $1,000 per share original
 issue price)                                                          (10,967)
    Additional Members (71,957.99 shares outstanding,
 $1,000 per share original issue price)                             61,277,747
                                                                --------------

 Total members' equity                                              61,266,780
                                                                --------------

 Total liabilities and members' equity                          $   61,764,449
                                                                ==============

See accompanying notes to financial statements.

                                       3
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                            Statements of Operations
                                   (Unaudited)
May 6, 2005
                                                                        (Commencement of)
                                                                           Operations)
                                                  Three Months Ended         Through
                                                  September 30, 2005    September 30, 2005
                                                  ------------------    ------------------
 Revenue:
Interest income                                  $   186,358        $        188,654
                                                     ------------       ----------------

 Expenses:
    Administrative expense reimbursement - Manager        407,772                529,976
    Amortization expense                                    1,094                  1,094
    General and administrative                             25,188                 25,348
                                                     ------------       ----------------

      Total expenses                                      434,054                556,418
                                                     ------------       ----------------

 Net loss                                            $   (247,696)      $        (367,764)
                                                     ============       ================

 Net loss allocable to:
    Additional Members                               $   (245,219)      $       (364,086)
    Manager                                                (2,477)                (3,678)
                                                     -------------      ----------------

                                                     $   (247,696)      $       (367,764)
                                                     =============      ================

 Weighted average number of additional
 member shares outstanding                                 44,120                 30,247
                                                     ============       ================

 Net loss per weighted average
 additional member share                             $      (5.56)      $         (12.04)
                                                     ============       ================
See accompanying notes to financial statements.

                                       4
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                     Statement of Changes in Members' Equity
 Period From May 6, 2005 (Commencement of Operations) through September 30, 2005
                                   (Unaudited)
Additional Member    Additional      Managing
                                          Shares            Members          Member         Total
                                          ------            -------          ------         -----
Balance, May 6, 2005                            1.00  $         1,000   $        1,000   $      2,000

 Proceeds from issuance of additional
    member shares                           71,957.99       71,957,993              -       71,957,993
 Refund of additonal members share              (1.00)          (1,000)             -           (1,000)
 Sales and offering expenses                         -      (9,494,221)             -       (9,494,221)
 Cash distributions to members                       -        (821,939)          (8,289)      (830,228)
 Net loss                                            -        (364,086)          (3,678)      (367,764)
                                        -------------- ----------------  ---------------  -------------

 Balance, September 30, 2005                71,957.99  $    61,277,747   $      (10,967)  $ 61,266,780
                                        =============  ================  ===============  ============
See accompanying notes to financial statements.

                                       5
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                             Statement of Cash Flows
 Period From May 6, 2005 (Commencement of Operations) through September 30, 2005
                                   (Unaudited)

 Cash flows from operating activities:
    Net loss                                                  $     (367,764)
 Adjustments to reconcile net loss to net cash provided by
  operating activities:
    Amortization                                                       1,094
    Changes in operating assets and liabilities:
 Due to General Partner and affiliates, net                          497,669
                                                              --------------

 Net cash provided by operations                                     130,999
                                                              --------------

 Cash flows from financing activities:
    Issuance of additional member shares, net of sales and
      offering expenses paid                                      62,463,772
    Additional member refunds                                         (1,000)
    Other assets, net                                                (26,250)
    Increase in restricted cash                                   (2,094,209)
    Cash distributions to members                                   (830,228)
                                                              ---------------

 Net cash provided by financing activities                        59,512,085
                                                              ---------------

 Net increase in cash and cash equivalents                        59,643,084
 Cash and cash equivalents, beginning of the period                    2,000
                                                              --------------

 Cash and cash equivalents, end of the period                 $   59,645,084
                                                              ==============

See accompanying notes to financial statements.

                                       6
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                          Notes To Financial Statements
                               September 30, 2005
                                   (Unaudited)

(1)    Basis of Presentation

     The accompanying financial statements of ICON Leasing Fund Eleven, LLC (the
"LLC") have been prepared in accordance  with  accounting  principles  generally
accepted in the United States of America for interim  financial  information and
pursuant to the rules and regulations of the Securities and Exchange  Commission
for Form 10-Q.  Accordingly,  they do not  include  all of the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States  of  America  for  complete  financial  statements.  In  the  opinion  of
management,  all  adjustments  (consisting  only of normal  recurring  accruals)
considered necessary for a fair presentation have been included. The results for
the interim  period are not  necessarily  indicative of the results for the full
year.

(2)    Organization

     The LLC was  formed on  December  2, 2004 as a Delaware  limited  liability
company and commenced  operations on May 6, 2005 when the LLC admitted its first
additional members.  The LLC is engaged in one business segment, the business of
acquiring  equipment  subject to lease. The LLC will continue until December 31,
2024, unless terminated sooner.

     ICON Capital  Corp.  (the  "Manager")  is a  Connecticut  corporation.  The
Manager  will  manage and control the  business  affairs of the LLC's  equipment
leases and financing transactions under the terms of a limited liability company
agreement with the LLC, (the "LLC agreement").  Additionally,  the Manager has a
1% ownership interest in the LLC.

     The LLC is currently  in its offering  period which began in April 2005 and
is anticipated to end during April 2007. The initial  capitalization  of the LLC
was $2,000 on December  17, 2004 which  consisted of $1,000 from the Manager and
$1,000 for a single  additional  member interest from an officer of the Manager.
At September  30, 2005,  the LLC refunded the $1,000 for the  additional  member
interest to the officer of the Manager. The LLC is offering membership interests
with the current intention of raising up to $200,000,000 of capital.

     The LLC had its initial closing on May 6, 2005 (Commencement of Operations)
with the sale of 1,200 membership interests  representing  $1,200,000 of capital
contributions.  From May 7, 2005 through September 30, 2005, the LLC has sold an
additional 70,757.99 membership  interests  representing  $70,757,993 of capital
contributions.  Beginning with the Commencement of Operations,  the LLC has been
paying  sales  commissions  incurred to third  parties  and various  fees to the
Manager and ICON  Securities  Corp., a  wholly-owned  subsidiary of the Manager.
These  sales  commissions  and fees paid to the Manager  and its  affiliate  are
recorded as a reduction of the LLC's equity.

     With the proceeds from membership interests sold, the LLC intends to invest
in  equipment  subject  to lease  and in  residual  ownership  rights  in leased
equipment.

     Profits,  losses, cash distributions and liquidation proceeds are allocated
99% to the Additional Members and 1% to the Manager until each Additional Member
has received cash  distributions and liquidation  proceeds  sufficient to reduce
their adjusted capital contribution  account to zero and received,  in addition,
other  distributions  and  allocations  which  would  provide  an 8%  per  annum
cumulative return on their outstanding  adjusted capital  contribution  account.
After such time,  the  distributions  will be  allocated  90% to the  Additional
Members and 10% to the Manager.

                                       7
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                          Notes To Financial Statements
                               September 30, 2005
                                   (Unaudited)

(3)    Summary of Significant Accounting Policies

     Cash and Cash Equivalents

     Cash  and  cash  equivalents  include  cash  in  banks  and  highly  liquid
investments with original maturity dates of three months or less. The LLC's cash
and cash  equivalents are held  principally at one financial  institution and at
times may exceed  insured  limits.  The LLC  periodically  evaluates  the credit
worthiness  of the  institution  and  has not  experienced  any  losses  on such
deposits.

     Restricted Cash

     Restricted cash is cash that is committed for a particular  purpose and not
available for the operations of the LLC.

     Share Redemption

     The LLC may, at its discretion,  redeem shares from a limited number of its
additional  members,  as defined in its LLC Agreement.  The redemption price for
any shares  approved for  redemption is based upon a formula,  as defined in the
LLC Agreement. Additional members are required to hold their shares for at least
one year before redemptions will be permitted.

     Per Unit Data

     Net loss and  distributions  per share are based upon the weighted  average
number of additional member shares  outstanding  during the period. The weighted
average  number of  additional  member  shares  outstanding  is calculated as if
operations commenced on May 6, 2005.

     Income Taxes

     The LLC is  taxed  as a  partnership  for  Federal  and  state  income  tax
purposes.  No provision for income taxes has been  recorded  since the liability
for such taxes is that of each of the  individual  members  rather than the LLC.
The LLC's income tax returns are subject to examination by the Federal and state
taxing authorities,  and changes, if any, could adjust the individual income tax
of the members.

(4)    Transactions with Related Parties

     The LLC has  entered  into  certain  agreements  with the  Manager and ICON
Securities Corp.  whereby the LLC pays certain fees and  reimbursements to those
parties.  The  Manager  is  entitled  to receive  3.5% on  capital  raised up to
$50,000,000,   2.5%  on  capital  raised   between   $50,000,001  to  less  than
$100,000,000 and 1.5% on capital raised over $100,000,000. ICON Securities Corp.
is entitled to receive a 2% underwriting  fee from the gross proceeds from sales
of shares to the Additional Members.

                                       8
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                          Notes To Financial Statements
                               September 30, 2005
                                   (Unaudited)

(4)    Transactions with Related Parties - continued

     In  accordance  with the terms of the LLC  Agreement,  the LLC will pay the
Manager (i)  management  fees ranging from 1% to 7% based on a percentage of the
rentals  received  either directly by the LLC or through joint ventures and (ii)
acquisition  fees of 3%  calculated  based on the gross  value of the  equipment
acquired.  In addition,  the Manager is reimbursed for  administrative  expenses
incurred in connection with the LLC's operations.

     From May 6, 2005  (Commencement of Operations)  through September 30, 2005,
the LLC has raised $71,957,993 of capital contributions. During this time period
the LLC has paid and accrued  sales  commissions  to unrelated  third parties of
$5,756,111,  underwriting commissions to ICON Securities Corp. of $1,439,160 and
organizational and offering fees to the Manager of $2,298,950. Of these amounts,
$39,954 in underwriting  commissions and $49,943 for organizational and offering
fees have been accrued as of September 30, 2005.

     For the period from May 6, 2005 to  September  30,  2005,  the LLC paid and
accrued $529,976 for administrative  expense  reimbursements to the Manager.  Of
this amount $407,772 was accrued as of September 30, 2005.

     From  October  1, 2005  through  October  31,  2005,  the LLC has raised an
additional $10,809,386 of capital contributions. During this time period the LLC
has paid or accrued sales  commissions  to unrelated  third parties of $864,401,
underwriting commissions to ICON Securities Corp. of $216,188 and organizational
and offering fees to the Manager of $270,235.

     Fees and other  expenses  paid or accrued by the LLC to the  Manager or its
affiliates  were as follows  for the period  from May 6, 2005  (Commencement  of
Operations) through September 30, 2005:

  Organizational and offering fees (1)            $   2,298,950
  Underwriting commissions (1)                        1,439,160
  Administrative expense reimbursements (2)             529,976
                                                  -------------

                                                  $   4,268,086

(1) Charged directly to members' equity.
(2) Charged directly to operations.

                                       9
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                          Notes To Financial Statements
                               September 30, 2005
                                   (Unaudited)

(5)    Revolving Loan Facility

     On August 31,  2005,  the LLC,  together  with  certain  of its  affiliates
(entities  sponsored  and  organized by the  Manager),  ICON Income Fund Eight B
L.P., ICON Income Fund Nine,  LLC, and ICON Income Fund Ten, LLC  (collectively,
the  "Borrowers")  entered into a Commercial  Loan Agreement (the  "Agreement"),
with  California  Bank & Trust (the  "Lender").  The  Agreement  provides  for a
revolving  line of  credit of up to  $17,000,000  pursuant  to a senior  secured
revolving loan facility (the  "Facility")  which is secured by all assets of the
Borrowers not subject to a first  priority  lien,  as defined in the  Agreement.
Each of the Borrowers are jointly and severally  liable for all amounts borrowed
under the  Facility.  Amounts  available  under the  Facility  is  subject  to a
borrowing base that is determined,  subject to certain limitations, based on the
present value of the future  receivables under certain lease agreements in which
the Borrowers have a beneficial interest. The interest rate on any advances made
under the Facility is the Lender's  prime rate plus 0.25% per year (which was 7%
at September 30,  2005).  In accordance  with the  Agreement,  the Borrowers may
elect to have up to five separate  advances  under the Facility each made at the
rate at which United States dollar deposits can be acquired by the Lender in the
London Interbank  Eurocurrency Market, plus 2.75% per year. The Facility expires
on August 31, 2007 unless  renewed by the Borrowers  for an additional  one year
term, in the sole discretion of the Lender.

     As part of the  Agreement the Borrowers are required to comply with certain
financial  covenants,  including,  a minimum debt coverage ratio, a tangible net
worth covenant, a leverage ratio and a minimum liquidity covenant. The Borrowers
are in compliance  with these  covenants at September 30, 2005. If the Borrowers
become  non-compliant  with any of the terms and conditions of the Agreement the
Borrowers may not declare or pay any distributions to investors.

In  addition,  on August 31, 2005,  the  Borrowers  entered into a  Contribution
Agreement (the "Contribution  Agreement"),  pursuant to which the Borrowers have
agreed to certain  restrictions  on the  amounts  and terms of their  respective
borrowings  under the  Facility  in order to  minimize  the risk that a Borrower
would be unable to repay its portion of the  outstanding  obligations  under the
Facility  at any time.  These  restrictions  include,  but are not  limited  to,
borrowing  in  excess  of the  lesser  of  (a) an  amount  each  Borrower  could
reasonably  expect to repay in one year from its projected cash flow, or (b) the
greater of (i) the borrowing  base, as defined in the  Agreement,  as applied to
such and (ii) 50% of the net worth of such Borrower.  The Contribution Agreement
also  provides  that,  in  the  event  a  Borrower  pays  an  amount  under  the
Contribution Agreement in excess of its share of the total obligations under the
Facility,  whether  by reason of an event of  default  or  otherwise,  the other
Borrowers will immediately  make a contribution  payment to such Borrower and in
such  amount  that the  aggregate  amount  paid by each  Borrower  reflects  its
allocable share of the aggregate obligations under the Facility.  The Borrowers'
obligations to each other under the Contribution Agreement are collateralized by
a subordinate lien on the assets of each Borrower.

     Under the terms of the Agreement,  the Borrowers are required to maintain a
cash reserve with the Lender  representing 20% of all outstanding  advances plus
all pending  advances.  The LLC has established an interest bearing cash account
with the Lender totaling  $2,094,209 at September 30, 2005,  which satisfies the
Lenders cash reserve requirement.

                                       10
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                          Notes To Financial Statements
                               September 30, 2005
                                   (Unaudited)

(5)    Revolving Loan Facility - continued

     On September 7, 2005, certain of the Borrowers were advanced  approximately
$10,200,000 under the Facility, which amount was used to completely repay all of
the  outstanding  indebtedness  owed  by  certain  of the  Borrowers  and  their
affiliates under a prior revolving  credit facility,  to which the LLC was not a
party.

     Aggregate  borrowings  by all  Borrowers  under the  Facility  amounted  to
$10,471,046 at September 30, 2005. The LLC currently has no borrowings under the
Facility.

                                       11
Item 2.  Manager's Discussion and Analysis and Plan of Operation

     As used in this  quarterly  report on Form 10-Q,  references to "we," "us,"
"our" or similar terms refer to ICON Leasing Fund Eleven, LLC.

     Our  Manager  is  ICON  Capital  Corp.  (the   "Manager"),   a  Connecticut
corporation.  The Manager  will manage and control the  business  affairs of our
equipment  leases  and  financing  transactions  under  the  terms of a  limited
liability company agreement.

     Forward-Looking  Information - Certain statements within this Form 10-Q may
constitute   forward-looking  statements  within  the  meaning  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. We believe 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.  Any such  forward-looking
statements  are  subject to risks and  uncertainties  and our future  results of
operations  could differ  materially  from current  expectations.  Some of these
risks  are  discussed  in  this  report,   and  include,   without   limitation,
fluctuations  in  petroleum  and  fuel  prices;  level  of  fleet  additions  by
competitors  and industry  overcapacity;  changing  customer  demands for leased
equipment; acts of terrorism;  unsettled political conditions, war, civil unrest
and governmental  actions,  and environmental and labor laws. Our actual results
could  differ  materially  from  those   anticipated  by  such   forward-looking
statements due to a number of factors,  some of which may be beyond our control,
including, without limitation:

o    changes in our industry, interest rates or the general economy;

o    the degree and nature of our competition;

o    cash flows from operating  activities may be less than our current level of
     expenses and debt obligations;

o    the financial condition of lessees; and

o        lessee defaults.

     Business Overview

     We are an equipment  leasing  business formed on December 2, 2004. We began
active  operations  on May 6,  2005 with the  initial  admission  of  additional
members. We will primarily engage in the business of acquiring equipment subject
to lease and, to a lesser degree,  acquiring ownership rights to items of leased
equipment at lease expiration. Some of our equipment leases will be acquired for
cash  and are  expected  to  provide  current  cash  flow,  which we refer to as
"income"  leases.  The  majority of the  purchase  price of our other  equipment
leases will be financed, so these leases will generate little or no current cash
flow because  substantially  all of the rental  payments  received from a lessee
will be paid to a lender.  For these  "growth"  leases,  we anticipate  that the
future  value of the  leased  equipment  will  exceed  the cash  portion  of the
purchase price paid for the equipment.

     We expect to invest most of the net proceeds  from our offering in items of
equipment that will be subject to a lease.  After the net offering proceeds have
been invested,  it is anticipated that additional  investments will be made with
the cash generated  from our initial  investments to the extent that cash is not
needed for expenses,  reserves and distributions to investors. The investment in
additional  equipment  in this manner is called  "reinvestment."  We  anticipate
purchasing  equipment from time to time for the next five years. This time frame
is called the "operating period," which we may extend, at our discretion,  up to
an additional three years.  After the "operating  period," we will then sell our
assets in the  ordinary  course  of  business  during a time  frame  called  the
"liquidation period".

     If we believe  it would  benefit  investors  to  reinvest  our cash flow in
equipment during the liquidation  period, we may do so, but the Manager will not
receive any additional  acquisition fees in connection with such  reinvestments.
Our goal is to complete the liquidation  period within three years after the end
of the  operating  period,  but it may take  longer  to do so.  Accordingly,  an
investor should expect to hold their membership interests for at least ten years
from the time they invest.

                                       12
We anticipate substantially all of our recurring operating cash flows to be
generated from the "income" leases in our portfolio. On a monthly basis, we will
deduct the expenses  related to the recurring  operations of the portfolio  from
such  revenues  and assess the amount of the  remaining  cash flows that will be
required to fund known  re-leasing  costs and equipment  management  costs.  Any
residual  operating cash flows are considered  available for distribution to the
additional members.

     Economic Factors

     Our results continue to be impacted by a number of factors  influencing the
United States of America's  economy as well as the equipment  leasing  industry,
some of which are discussed below.

     United States Economy and the Leasing Industry

     The economy of the United States of America has been experiencing continued
growth  during  2005,  although  not at the pace  experienced  during  2004.  We
anticipate that capital  spending by  corporations  will continue to increase as
well, which should increase  available leases, and to that end, we believe there
will be more  opportunities  in this market.  We believe the leasing  industry's
outlook for the foreseeable  future is encouraging.  However, a key obstacle for
the equipment  leasing and finance  industry has been the continued low interest
rate  environment,  which reduces  leasing volume inasmuch as customers are more
prone to  purchase  than lease.  We are  optimistic  that the recent  pattern of
federal funds rate  increases  will continue over time,  causing more lessees to
return to the marketplace.

     In June 2005, the Securities and Exchange  Commission  (the "SEC") issued a
study  entitled  "Report and  Recommendations  Pursuant to Section 401(c) of the
Sarbanes-Oxley Act of 2002 On Arrangements with Off-Balance Sheet  Implications,
Special Purpose Entities, and Transparency of Filings by Issuers" (the "Study").
In  the  Study,  the  SEC  recommends  that  lease   accounting   procedures  be
re-evaluated.   Suggested   changes   under  the   Study,   and  the   continued
misperception, stemming from Enron, WorldCom and others, that leasing should not
play a central role as a financing  alternative,  may serve to adversely  affect
our industry by deterring potential lessees from entering the marketplace.

     Results of  Operations  for the Period  from May 6, 2005  (Commencement  of
Operations) through September 30, 2005

     We are currently in our offering period. From May 6, 2005 through September
30, 2005, we have sold 71,957.99 additional  membership  interests  representing
$71,957,993  of capital  contributions.  The minimum  offering of $1,200,000 was
achieved  on May 6,  2005  (Commencement  of  Operations),  and the  $10,000,000
minimum offering for  Pennsylvania was achieved on May 26, 2005.  Beginning with
the Commencement of Operations,  we have been paying sales commissions  incurred
to third parties, and various fees to the Manager and ICON Securities Corp., its
affiliate, as outlined in our prospectus.  These sales commissions and fees paid
to the Manager and its affiliate  are recorded as a reduction of our equity.  We
paid and accrued administrative expense reimbursements to our Manager, which are
charged to  operations,  of  $529,976.  Of this amount,  we accrued  $407,772 at
September 30, 2005.

     At  October  31,  2005,  we have sold an  additional  10,809.38  membership
interests representing  $10,809,386 of capital  contributions.  From May 6, 2005
(Commencement  of Operations)  through  October 31, 2005, we have admitted 2,532
Additional Members.

     Liquidity and Capital Resources

     Our Manager anticipates that we will continue to sell membership  interests
and expects to continue to admit  additional  members  throughout  our  offering
period.  We are  currently  seeking  to  utilize  the funds  raised to invest in
equipment subject to lease and in residual  ownership rights in leased equipment
and establish an operating reserve.

     For the  period  from May 6,  2005  (Commencement  of  Operations)  through
September  30, 2005,  we have paid and accrued  sales  commissions  to unrelated
third  parties  and  paid  and  accrued  various  fees  to our  Manager  and its
affiliate.  During this time period,  we paid and accrued sales  commissions  of
$5,756,111  to unrelated  third  parties,  paid and accrued  $1,439,160  to ICON
Securities  Corp.,  an affiliate of our Manager,  who receives or is entitled to
receive,  a 2% underwriting fee from the gross proceeds from sales of all shares
to the additional members and we paid and accrued $2,298,950 to our Manager, who
is entitled to receive a fee for organizational  and offering expenses.  For the
period from May 6, 2005 (Commencement of Operations) through September 30, 2005,
we  paid  and  accrued  $529,976  to  our  Manager  for  administrative  expense
reimbursements.

                                       13
Financings and Borrowings

     On August 31, 2005, we together with certain of our affiliates, ICON Income
Fund Eight B L.P.,  ICON Income Fund Nine,  LLC,  and ICON Income Fund Ten,  LLC
(collectively,  the  "Borrowers")  entered into a Commercial Loan Agreement (the
"Agreement"),  with  California  Bank &  Trust  (the  "Lender").  The  Agreement
provides  for a  revolving  line of credit of up to  $17,000,000  pursuant  to a
senior  secured  revolving  loan facility (the  "Facility")  which is secured by
certain  collateral of the Borrowers,  as defined in the Agreement.  Each of the
Borrowers are jointly and severally  liable for all amounts  borrowed  under the
Facility.  Amounts  available  under the Facility is subject to a borrowing base
that is determined,  subject to certain limitations,  based on the present value
of the future  receivables under certain lease agreements in which the Borrowers
have a beneficial  interest.  The interest  rate on any advances  made under the
Facility  is the  Lender's  prime  rate  plus  0.25% per year  (which  was 7% at
September 30, 2005). In accordance  with the Agreement,  the Borrowers may elect
to have up to five separate advances under the Facility each made at the rate at
which United States dollar  deposits can be acquired by the Lender in the London
Interbank  Eurocurrency  Market,  plus 2.75% per year. The Facility  expirers on
August 31, 2007 unless renewed by the Borrowers for an additional one year term,
in the sole discretion of the Lender.

     As part of the  Agreement the Borrowers are required to comply with certain
financial  covenants,  including,  a minimum debt coverage ratio, a tangible net
worth covenant, a leverage ratio and a minimum liquidity covenant. The Borrowers
are in compliance  with these  covenants at September 30, 2005. If the Borrowers
become  non-compliant  with any of the terms and conditions of the Agreement the
Borrowers may not declare or pay any distributions to investors.

     In addition,  on August 31, 2005, the Borrowers entered into a Contribution
Agreement (the "Contribution  Agreement"),  pursuant to which the Borrowers have
agreed to certain  restrictions  on the  amounts  and terms of their  respective
borrowings  under the  Facility  in order to  minimize  the risk that a Borrower
would be unable to repay its portion of the  outstanding  obligations  under the
Facility  at any time.  These  restrictions  include,  but are not  limited  to,
borrowing  in  excess  of the  lesser  of  (a) an  amount  each  Borrower  could
reasonably  expect to repay in one year from its projected cash flow, or (b) the
greater of (i) the borrowing  base, as defined in the  Agreement,  as applied to
such and (ii) 50% of the net worth of such Borrower.  The Contribution Agreement
also  provides  that,  in  the  event  a  Borrower  pays  an  amount  under  the
Contribution Agreement in excess of its share of the total obligations under the
Facility,  whether  by reason of an event of  default  or  otherwise,  the other
Borrowers will immediately  make a contribution  payment to such Borrower and in
such  amount  that the  aggregate  amount  paid by each  Borrower  reflects  its
allocable share of the aggregate obligations under the Facility.  The Borrowers'
obligations to each other under the Contribution Agreement are collateralized by
a subordinate lien on the assets of each Borrower.

     Under the terms of the Agreement, the Borrowers are required to maintain an
interest  bearing  cash  account  with  the  Lender   representing  20%  of  all
outstanding advances plus all pending advances.  We have established an interest
bearing cash account with the Lender totaling  $2,094,209 at September 30, 2005,
which satisfies the Lenders cash reserve requirement.

     On September 7, 2005, certain of the Borrowers were advanced  approximately
$10,200,000 under the Facility, which amount was used to completely repay all of
the  outstanding  indebtedness  owed  by  certain  of the  Borrowers  and  their
affiliates  under a prior  revolving  credit  facility,  to  which we were not a
party.

     Aggregate  borrowings  by all  Borrowers  under the  Facility  amounted  to
$10,471,046  at September  30, 2005. We currently  have no borrowings  under the
Facility.

     Distributions

     We pay monthly  distributions to our members beginning with the first month
after the additional member's admission through the termination of the operating
period.  We paid  distributions to additional  members totaling $821,939 for the
period from May 6, 2005 (Commencement of Operations) through September 30, 2005.
Additionally,  the Manager was paid  distributions of $8,289 for the period from
May 6, 2005 (Commencement of Operations) through September 30, 2005.

                                       14
Risks and Uncertainties

     At September 30, 2005,  except as listed below,  there were no known trends
or demands,  commitments,  events or  uncertainties  which were likely to have a
material effect on our liquidity.

o    We and our affiliates  are engaged  directly and indirectly in the business
     of acquiring equipment subject to lease. Our affiliates may have investment
     objectives  similar  to ours and may be in a position  to acquire  the same
     equipment  at the same  time as us. As a result,  we may  compete  with our
     affiliates  for leases and such leases may be allocated  to our  affiliates
     instead of us. Any decisions regarding conflicts in allocating leases among
     us and our affiliates will be made by an investment  committee  taking into
     consideration such things as whether:

     o    the required cash  investment  is greater than the cash  available for
          investment  and the  length of time  each  business  has been  seeking
          investments;

     o    the  amount of debt to be  incurred  or assumed  from the  prospective
          transaction   would  result  in  total   indebtedness  that  is  above
          acceptable levels for the business;

     o    the type or  geographic  location of the  equipment  would result in a
          concentration in the business that is above acceptable levels;

     o    the lease expiration date is beyond the date by which the existence of
          the businesses will end;

     o    the lessee's credit quality  satisfies the objectives of the business,
          including  whether the  addition of such lessee would result in credit
          concentration that is above acceptable levels for the business; and

     o    the amount and timing of any scheduled  rental income  facilitates the
          cash distribution objectives of the business.

                                       15
Item 3.  Qualitative and Quantitative Disclosures About Market Risk

     We, like most other  companies,  will be exposed to certain  market  risks,
which include  changes in interest  rates and the demand for equipment  (and the
related  residuals)  to be owned by us. We believe  that our  exposure  to other
market risks,  including foreign currency exchange rate risk, commodity risk and
equity  price  risk,  are  insignificant,  at this time,  to both our  financial
position and our results of operations.

     In general,  we will manage our exposure to interest rate risk by obtaining
fixed rate debt.  The fixed rate debt will be structured so as to match the cash
flows required to service the debt to the payment streams under fixed rate lease
receivables.  The  payments  under the leases will be assigned to the lenders in
satisfaction  of the debt.  We may,  however,  finance  leases  with a  floating
interest rate and we will therefore be exposed to interest rate risk until fixed
rate  financing is arranged or we enter into interest rate swap  agreements.  In
situations  where we will have  floating  interest  rates,  our risk  management
policy is to hedge the floating  interest  rate risks with an interest rate swap
thereby creating a fixed interest rate.

     We borrow funds under a revolving credit facility with a floating  interest
rate and are therefore  exposed to interest rate risk until the revolving credit
facility is repaid.  We had no outstanding debt under the floating rate Facility
at September 30, 2005.

Item 4. Controls and Procedures

     Evaluation of disclosure controls and procedures

     We  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation  of management of ICON Capital Corp.,  our Manager,  including its
Chief Executive Officer and the Principal  Financial and Accounting  Officer, of
the  effectiveness  of the design and operation of our  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,  except as noted
below,  the Chief Executive  Officer and the Principal  Financial and Accounting
Officer concluded that our disclosure controls and procedures were effective.

     While evaluating our disclosure  controls and procedures we recognized that
greater internal  controls were needed to aid in a more efficient closing of our
financial  statements,  thereby requiring  additional  skilled accounting staff.
Towards the end of the third  quarter of 2004,  our  Manager  hired a new senior
vice  president  of  accounting  and our  Manager  is in the  process of seeking
additional accounting staff in order to better effectuate our internal controls.
We will continue to evaluate our disclosure controls and procedures to determine
their  effectiveness  and  adequacy  and will take the steps  necessary,  in our
opinion, to ensure the adequacy of our disclosure controls and procedures.

     In designing and  evaluating  our disclosure  controls and  procedures,  we
recognized that disclosure controls and procedures, no matter how well conceived
and operated,  can provide only  reasonable,  not absolute,  assurance  that the
objectives of the  disclosure  controls and  procedures  are met. Our disclosure
controls  and  procedures  have  been  designed  to  meet  reasonable  assurance
standards. Disclosure controls and procedures cannot detect or prevent all error
and fraud.  Some  inherent  limitations  in disclosure  controls and  procedures
include  costs of  implementation,  faulty  decision-making,  simple  error  and
mistake.  Additionally,  controls can be  circumvented by the individual acts of
some persons,  by collusion of two or more people, or by management  override of
the  controls.  The design of any system of  controls  is based,  in part,  upon
certain  assumptions about the likelihood of future events,  and there can be no
assurance  that any design will succeed in achieving  its stated goals under all
anticipated and unanticipated future conditions.  Over time, controls may become
inadequate  because of changes in conditions,  or the degree of compliance  with
established policies or procedures.

     Our  Manager's  Chief  Executive   Officer  and  Principal   Financial  and
Accounting  Officer have determined that no weakness in disclosure  controls and
procedures  had any  material  effect on the accuracy  and  completeness  of our
financial reporting and disclosures included in this report.

                                       16
PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

     In the ordinary  course of conducting  our  business,  there may be certain
claims, suits and complaints filed against us. In the opinion of management, the
outcome  of such  matters,  if any,  will  not  have a  material  impact  on our
consolidated  financial  position or results of  operations.  No material  legal
proceedings are currently pending or threatened, to our knowledge, against us or
against any of our assets.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

     From May 6, 2005  (Commencement of Operations)  through September 30, 2005,
we have raised $71,957,993 of capital contributions.  For the period from May 6,
2005  (Commencement of Operations)  through  September 30, 2005, we have paid or
accrued sales commissions to unrelated third parties of $5,756,111, underwriting
commissions to ICON Securities Corp., an affiliate of our Manager, of $1,439,160
and organizational and offering fees to our Manager of $2,298,950.

     From October 1, 2005 through October 31, 2005, we have raised an additional
$10,809,386  of  capital  contributions.  For the  period  from  October 1, 2005
through October 31, 2005, we have paid or accrued sales commissions to unrelated
third parties of $864,401, underwriting commissions to ICON Securities Corp., an
affiliate of our Manager,  of $216,188 and  organizational  and offering fees to
our Manager of $270,235.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

         No matters  were  submitted to a vote of security  holders  during the
         third quarter 2005.

Item 5.  Other Information

         Not applicable.

Item 6. Exhibits

     31.1 Certification of Chairman and Chief Executive Officer.

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

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

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

                                       17
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 Leasing Fund Eleven, LLC (Registrant) By its Manager, ICON Capital Corp.

Date: November 14, 2005        /s/ Beaufort J.B. Clarke
                               ------------------------
                               Beaufort J.B. Clarke
                               Chairman, Chief Executive Officer and Director

Date: November 14, 2005        /s/ Thomas W. Martin
                               --------------------
                               Thomas W. Martin
                               Executive Vice President and Director
                               (Principal Financial and Accounting Officer)

                                       18
Exhibit 31.1

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

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

1. I have  reviewed  this  quarterly  report on Form 10-Q of ICON  Leasing  Fund
Eleven, LLC;

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

3.  Based  on  my  knowledge,  the  financial  statements  and  other  financial
information included in this 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 report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) 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. disclosed in this report any change in the registrant's internal control
     over financial  reporting that occurred during the registrant's most recent
     fiscal  quarter (the  registrant's  fourth fiscal quarter in the case of an
     annual report) 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  officer 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 Manager (or
     persons performing the equivalent function):

     a. all significant  deficiencies  and material  weaknesses in the design or
     operation of internal  control  which are  reasonably  likely to materially
     affect the registrant's  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 control
     over financial reporting.

Date: November 14, 2005

/s/ Beaufort J.B. Clarke
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
ICON Capital Corp.
Manager of ICON Leasing Fund Eleven, LLC

                                       19
Exhibit 31.2

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

I, Thomas W. Martin, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of ICON Leasing Fund
     Eleven, LLC;

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

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in  this  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 report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  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  report  based  on  such
          evaluation; and

     c.   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  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  officer 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 Manager (or
     persons performing the equivalent function):

     a.   all significant  deficiencies and material weaknesses in the design or
          operation  of  internal   control  which  are  reasonably   likely  to
          materially  affect  the  registrant's  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
          control over financial reporting.

Date: November 14, 2005

/s/ Thomas W. Martin
Thomas W. Martin
Executive Vice President and Director
(Principal Financial and Accounting Officer)
ICON Capital Corp.
Manager of ICON Leasing Fund Eleven, LLC

                                       20
Exhibit 32.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  906  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. ss.1350)

I, Beaufort J.B.  Clarke,  Chairman and Chief Executive  Officer of ICON Capital
Corp.,  the Manager of ICON  Leasing  Fund  Eleven,  LLC,  certify,  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, (18 U.S.C. ss.1350), that, to the
best of my knowledge:

1.   The  Quarterly  Report on Form 10-Q for the period from May 6, 2005 through
     September 30, 2005 (the "Periodic Report") which this statement accompanies
     fully  complies  with the  requirements  of  Section  13(a) or 15(d) of the
     Securities Exchange Act of 1934; and

2.   The information  contained in the Periodic Report fairly  presents,  in all
     material  respects,  the  financial  condition and results of operations of
     ICON Leasing Fund Eleven, LLC.

Date: November 14, 2005

/s/ Beaufort J.B. Clarke
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
ICON Capital Corp.
Manager of ICON Leasing Fund Eleven, LLC

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

The information  contained in this Exhibit 32.1 is being furnished and shall not
be deemed "filed" for the purposes of Section 18 of the Securities  Exchange Act
of 1934, as amended,  or otherwise  subject to the  liabilities of that section.
The  information  contained in this Exhibit  32.1 shall not be  incorporated  by
reference  into any  registration  statement or other  document  pursuant to the
Securities  Exchange Act of 1934, as amended,  or the Securities Act of 1933, as
amended,  except as shall be expressly  set forth by specific  reference to this
Exhibit 32.1 in such filing.

                                       21
Exhibit 32.2

Principal Financial and Accounting Officer Certification Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss.1350)

I,  Thomas  W.  Martin,   Executive  Vice  President  (Principal  Financial  and
Accounting  Officer) of ICON  Capital  Corp.,  the Manager of ICON  Leasing Fund
Eleven, LLC, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
(18 U.S.C. ss.1350), that, to the best of my knowledge:

1.   The  Quarterly  Report on Form 10-Q for the period from May 6, 2005 through
     September 30, 2005 (the "Periodic Report") which this statement accompanies
     fully  complies  with the  requirements  of  Section  13(a) or 15(d) of the
     Securities Exchange Act of 1934; and

2.   The information  contained in the Periodic Report fairly  presents,  in all
     material  respects,  the  financial  condition and results of operations of
     ICON Leasing Fund Eleven, LLC.

Date: November 14, 2005

/s/ Thomas W. Martin
Thomas W. Martin
Executive Vice President and Director
(Principal Financial and Accounting Officer)
ICON Capital Corp.
Manager of ICON Leasing Fund Eleven, LLC

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

The information  contained in this Exhibit 32.2 is being furnished and shall not
be deemed "filed" for the purposes of Section 18 of the Securities  Exchange Act
of 1934, as amended,  or otherwise  subject to the  liabilities of that section.
The  information  contained in this Exhibit  32.2 shall not be  incorporated  by
reference  into any  registration  statement or other  document  pursuant to the
Securities  Exchange Act of 1934, as amended,  or the Securities Act of 1933, as
amended,  except as shall be expressly  set forth by specific  reference to this
Exhibit 32.2 in such filing.

                                       22