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, 2006
                       ---------------------------------------------------------

[ ] 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               000-51916
                       ---------------------------------------------------------

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

            Delaware                                             20-1979428
-------------------------------------------------------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)

 100 Fifth Avenue, 4th Floor, 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 a large  accelerated  filer, an
accelerated  filer or a  non-accelerated  filer.  See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the  Exchange  Act.  Large
accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [x]

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

Number of  outstanding  limited  liability  company  shares of the registrant on
October 31, 2006 is 259,737.


<PAGE>

<TABLE>
<CAPTION>


                          ICON Leasing Fund Eleven, LLC
                                Table of Contents

PART I - FINANCIAL INFORMATION                                                            Page

     Item 1.  Condensed Consolidated Financial Statements

<S>                                                                                       <C>
         Condensed Consolidated Balance Sheets at September 30, 2006 (Unaudited)
         and December 31, 2005                                                              1

         Condensed Consolidated Statement of Operations for the Three and Nine Months
           Ended September 30, 2006 and the Period From May 6, 2005 (Commencement of
           Operations) Through September 30, 2005 (Unaudited)                               3

         Condensed Consolidated Statement of Changes in Members' Equity for the
           Nine Months Ended September 30, 2006 (Unaudited)                                 4

         Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
           September 30, 2006 and the Period From May 6, 2005 (Commencement of
           Operations) Through September 30, 2005 (Unaudited)                               5

         Notes to Condensed Consolidated Financial Statements (Unaudited)                   7

     Item 2. Manager's Discussion and Analysis of Financial Condition and
              Results of Operations                                                        21

     Item 3. Quantitative and Qualitative Disclosures About Market Risk                    28

     Item 4. Controls and Procedures                                                       28

PART II - OTHER INFORMATION

     Item 1. Legal Proceedings                                                             29

     Item 1A.   Risk Factors                                                               29

     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                   29

     Item 3. Defaults Upon Senior Securities                                               30

     Item 4. Submission of Matters to a Vote of Security Holders                           30

     Item 5. Other Information                                                             30

     Item 6. Exhibits                                                                      30

     Signatures                                                                            31
</TABLE>


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                      Condensed Consolidated Balance Sheets

                                     ASSETS


                                                                    (Unaudited)
                                                   September 30,    December 31,
                                                        2006            2005
                                                    ------------    ------------
 Cash and cash equivalents                           $70,295,665     $71,449,920
                                                   -------------     -----------

 Investments in finance leases:
      Minimum rents receivable                        72,509,426               -
      Estimated unguaranteed residual values           3,987,676               -
      Initial direct costs, net                        2,551,222               -
      Unearned income                                 (9,639,665)              -
                                                   -------------     -----------

 Net investments in finance leases                    69,408,659               -
                                                   -------------     -----------

 Investments in operating leases:
      Equipment, at cost                             373,063,373               -
      Accumulated depeciation                        (32,839,815)              -
                                                   -------------     -----------

 Net investments in operating leases                 340,223,558               -
                                                   -------------     -----------

 Investments in joint ventures                         9,942,273      16,084,960

 Equipment held for sale or lease                      8,414,103               -

 Rents receivable (net of allowance
      for doubtful accounts of $70,015)                3,591,574               -
 Restricted cash                                       1,986,012         909,185
 Other assets, net                                     1,022,362       3,257,636
                                                   -------------     -----------

      Total assets                                 $ 504,884,206     $91,701,701
                                                   =============     ===========


See accompanying notes to condensed consolidated financial statements.

                                       1
<PAGE>



                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                      Condensed Consolidated Balance Sheets

                         LIABILITIES AND MEMBERS' EQUITY
<TABLE>
<CAPTION>


                                                                               (Unaudited)
                                                                               September 30,     December 31,
                                                                                   2006             2005
                                                                                ------------     ------------
<S>                                                                                 <C>                <C>
 Notes payable - non-recourse                                                   $270,922,919     $          -
 Accounts payable and other liabilities                                            2,166,211          844,058
 Deferred rental income                                                            8,347,401                -
 Leasing payables and other lease liabilities                                     19,262,905                -
 Due to Manager and affiliates, net                                                  402,047          602,377
 Distributions payable                                                               160,313                -
 Minority interest                                                                 8,762,589                -
                                                                                ------------     ------------

      Total liabilities                                                          310,024,385        1,446,435
                                                                                ------------     ------------


 Commitments and contingencies

 Members' equity:
      Manager (one share outstanding, $1,000 per share original
         issue price)                                                               (170,053)         (28,876)
      Additional Members (239,926 and 107,099 shares outstanding,
         $1,000 per share original issue price)                                  193,902,669       90,318,028
      Accumulated other comprehensive loss                                         1,127,205          (33,886)
                                                                                ------------     ------------

 Total members' equity                                                           194,859,821       90,255,266
                                                                                ------------     ------------


 Total liabilities and members' equity                                          $504,884,206     $ 91,701,701
                                                                                ============     ============
See accompanying notes to condensed consolidated financial statements.
</TABLE>


                                       2
<PAGE>


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

<TABLE>
<CAPTION>


                                                                                                      For the Period
                                                                                                        from May 6,
                                                                                                           2005
                                                                                    Nine Months       (Commencement of
                                                         Three Months Ended            Ended             Operations)
                                                           September 30,            September 30,      to September 30,
                                                        2006             2005           2006                2005
                                                      -----------     ---------     -----------          ---------
 Revenue:
<S>                                                        <C>            <C>            <C>                  <C>
      Rental income                                   $23,013,318     $       -     $41,317,586          $       -
      Finance income                                    1,150,699             -       2,538,701                  -
      Income from investments in joint ventures           120,643             -         501,868                  -
      Net gain on sales of new equipment (net of
      cost of sales of $2,733,138 and $7,822,580
      for the three and nine months ended
      September 30, 2006)                                 162,349             -         442,966                  -
      Net (loss) gain on sales of leased
      equipment                                          (132,908)            -         288,614                  -
      Interest and other income                           384,782       186,358       1,555,362            188,654
                                                      -----------     ---------     -----------          ---------

         Total revenue                                 24,698,883       186,358      46,645,097            188,654
                                                      -----------     ---------     -----------          ---------

 Expenses:
      Depreciation and amortization                    19,059,640         1,094      34,177,215              1,094
      Impairment loss                                     446,301             -         446,301                  -
      Interest                                          5,269,459             -       7,051,141                  -
      Bad debt expense                                          -             -          70,015                  -
      Management fees - Manager                         1,520,291             -       2,605,705                  -
      Administrative expense reimbursements -
         Manager and affiliate                          1,811,745       407,772       4,335,610            529,976
      General and administrative                          262,356        25,188         527,516             25,348
      Minority interest                                   264,423             -         529,451                  -
                                                      -----------     ---------     -----------          ---------

         Total expenses                                28,634,215       434,054      49,742,954            556,418
                                                      -----------     ---------     -----------          ---------

 Net loss                                             $(3,935,332)    $(247,696)    $(3,097,857)         $(367,764)
                                                      ===========     ==========    ===========          =========

 Net loss allocable to:
      Additional Members                              $(3,895,979)    $(245,219)    $(3,066,878)         $(364,086)
      Manager                                             (39,353)       (2,477)        (30,979)            (3,678)
                                                      -----------     ---------     -----------          ---------

                                                      $(3,935,332)    $(247,696)    $(3,097,857)         $(367,764)
                                                      ===========     =========     ===========          =========

 Weighted average number of additional
      member shares outstanding                           218,980        44,120         174,685             30,247
                                                      ===========     =========     ===========          =========

 Net loss per weighted average
      additional member share outstanding             $    (17.79)    $   (5.56)    $    (17.56)         $  (12.04)
                                                      ===========     =========     ===========          =========

</TABLE>



See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>


                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
         Condensed Consolidated Statement of Changes in Members' Equity
                      Nine Months Ended September 30, 2006
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                       Accumulated
                                                                                           Other
                                          Additional      Additional      Managing     Comprehensive
                                         Member Shares      Members        Member         Loss            Total
                                         ------------     ------------    ---------    -------------- ------------



<S>                                           <C>              <C>             <C>         <C>             <C>
 Balance, January 1, 2006                   107,099        $90,318,028     $(28,876)   $   (33,886)   $ 90,255,266

 Proceeds from issuance of additional
      members shares                        132,827        132,827,309            -              -     132,827,309

 Sales and offering expenses                      -        (15,264,117)           -              -     (15,264,117)
 Cash distributions paid or accrued
      to members                                  -        (10,911,673)    (110,198)             -     (11,021,871)
 Change in valuation of interest rate
      swap contracts                              -                  -            -     (1,098,720)     (1,098,720)
 Change in valuation of warrants
      held by joint venture                       -                  -            -        543,803         543,803
 Foreign exchange translation adjustments
      of joint ventures                           -                  -            -      1,716,008       1,716,008
 Net loss                                         -         (3,066,878)     (30,979)             -      (3,097,857)
                                            -------       ------------    ---------    -----------     -----------

 Balance, September 30, 2006                239,926       $193,902,669    $(170,053)   $ 1,127,205    $194,859,821
                                            =======       ============    =========    ===========     ===========


</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>


                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                     For the Period
                                                                                         from May 6,
                                                                                            2005
                                                                                       (Commencement of
                                                                       Nine Months       Operations)
                                                                    Ended September 30,  to September 30,
                                                                          2006               2005
                                                                      -------------    ---------------
 Cash flows from operating activities:
<S>                                                                   <C>                     <C>
      Net loss                                                        $  (3,097,857)          (367,764)
 Adjustments to reconcile net loss to net cash provided
      by operating activities:
         Rental income paid directly to lenders by lessees               (2,317,981)                 -
         Finance income                                                  (2,538,701)                 -
         Income from investments in joint ventures                         (501,868)                 -
         Net gain on sales of equipment                                    (731,580)                 -
         Depreciation and amortization                                   34,177,215               1,094
         Impairment loss                                                    446,301                  -
         Interest expense paid directly to lenders by lessees               384,248                  -
         Bad debt expense                                                    70,015                  -
         Changes in fair market value of interest rate swap contract      1,246,899                  -
         Minority interest                                                  529,451                  -
      Changes in operating assets and liabilities:
         Collection of principal - non-financed receivables              12,913,259                  -
         Rents receivable                                                 1,758,241                  -
         Other assets, net                                                 (954,172)                 -
         Payables, deferred rental income and other liabilities          13,671,100                  -
         Due to Manager and affiliates, net                                (280,306)           497,669
                                                                      -------------         ----------
 Net cash provided by operating activities                               54,774,264            130,999
                                                                      -------------         ----------

 Cash flows from investing activities:
      Investments in leased assets, net of cash received               (169,468,315)                 -
      Proceeds from sales of equipment                                   11,286,921                  -
      Restricted cash deposits                                           (1,076,827)                 -
      Cash acquired in investment in joint venture                            1,602                  -
      Investments in joint ventures                                      (4,599,984)                 -
      Distributions received from joint ventures                             135,080                 -
                                                                      -------------         ----------

 Net cash used in investing activities                                 (163,721,523)                 -
                                                                      -------------         ----------

 Cash flows from financing activities:
      Proceeds from notes payable - non-recourse                         33,956,911                  -
      Repayments of notes payable - non-recourse                        (32,418,991)                 -
      Issuance of additional member shares, net of
         sales and offering expenses paid                               117,563,192         62,463,772
      Additional member refunds                                                   -             (1,000)
      Oher assets, net                                                            -            (26,250)
      Increase in restricted cash                                                 -         (2,094,209)
      Due to Manager and affiliates, net                                    (19,097)                  -
      Cash distributions to members                                     (10,829,198)          (830,228)
      Distributions to minority interest holders                         (1,509,546)                 -
                                                                      -------------         ----------

 Net cash provided by financing activities                              106,743,271         59,512,085
                                                                      -------------         ----------
 Effects of exchange rates on cash and cash equivalents                   1,049,733                  -
                                                                      -------------         ----------

 Net (decrease) increase in cash and cash equivalents                    (1,154,255)        59,643,084
 Cash and cash equivalents, beginning of the period                      71,449,920              2,000
                                                                      -------------         ----------

 Cash and cash equivalents, end of the period                         $  70,295,665        $59,645,084
                                                                      =============        ===========

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>


                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                                         For the Period
                                                                                                        from May 6, 2005
                                                                                                        (Commencement of
                                                                                     Nine Months          Operations)
                                                                                   Ended September 30,  to September 30,
                                                                                        2006                 2005
                                                                                   -------------          -----------

 Supplemental disclosure of cash flow information:
<S>                                                                                <C>                    <C>
      Cash paid during the period for interest                                     $   5,419,994          $         -
                                                                                   =============          ===========

 Supplemental disclosure of non-cash investing and financing activities:
      Non-cash portion of equipment purchased with non-recourse debt               $ 271,698,228          $         -
                                                                                   =============          ===========



 Principal and interest on non-recourse notes payable
      paid directly to lenders by lessees                                          $   2,697,477          $         -
                                                                                   =============          ===========

 Transfer from other assets to investments in leased assets                        $   2,828,287          $         -
                                                                                   =============          ===========


 Transfer from investments in joint ventures to investments in leased assets       $   7,695,494          $         -
                                                                                   =============          ===========

See accompanying notes to condensed consolidated financial statements.

                                       6
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)


(1)    Basis of Presentation and Consolidation

     The  accompanying  condensed  consolidated  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  Quarterly  Reports  on  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 the Manager,  all adjustments
(consisting only of normal recurring accruals)  considered  necessary for a fair
presentation  have  been  included.   These  condensed   consolidated  financial
statements  should be read together with the consolidated  financial  statements
and notes  included in the LLC's  Annual  Report on Form 10-K for the year ended
December  31,  2005.  The  results for the  interim  period are not  necessarily
indicative of the results for the full year.

     The condensed consolidated financial statements include the accounts of the
LLC  and  its  majority  owned  subsidiaries.   All  intercompany  accounts  and
transactions have been eliminated in consolidation.

     The LLC accounts for its  noncontrolling  interests in joint ventures where
the LLC has influence on financial and operational  matters,  generally  greater
than 5% but less  than 50%  ownership  interest,  under  the  equity  method  of
accounting.  In such cases, the LLC's original  investments are recorded at cost
and  adjusted  for its share of  earnings,  losses  and  distributions.  The LLC
accounts  for  investments  in joint  ventures  where the LLC has  virtually  no
influence  over  financial  and  operational  matters  using the cost  method of
accounting.  In such cases, the LLC's original  investments are recorded at cost
and any  distributions  received  are recorded to  operations.  All of the LLC's
investments in joint ventures are subject to its impairment review policies.

     In joint ventures  where the LLC's  ownership  interest is majority  owned,
minority  interest  represents the minority owner's  proportionate  share of its
equity in the joint venture.  The minority interest is adjusted for the minority
owner's share of the earnings, losses and distributions of the joint venture.

(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.  Additional  Members  represent  all members other than the
Manager.  The LLC is engaged in one business segment, the business of purchasing
equipment and leasing it to third-party end users,  acquiring  equipment subject
to lease and, to a lesser extent,  acquiring ownership rights to items of leased
equipment  at  lease  expiration.  From  time-to-time,  the LLC  also  purchases
equipment and sells it to its leasing  customers.  The LLC will  continue  until
December 31, 2024, unless terminated sooner.

     The Manager of the LLC is ICON Capital Corp. (the "Manager"), a Connecticut
corporation.  The  Manager  manages and  controls  the LLC's  business  affairs,
including,  but not limited to, the 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% interest in the profits, losses,
cash distributions and liquidation proceeds of the LLC.

</TABLE>

                                       7
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

(2)    Organization - continued

     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 share from an officer of the Manager.  The LLC  subsequently
redeemed the $1,000 for the share to the officer of the Manager.

     The LLC originally  intended to offer up to  $200,000,000  of equity to its
members.  On March 8, 2006,  the LLC  commenced  a consent  solicitation  of its
members to amend and restate the LLC  Agreement in order to increase the maximum
offering  amount  from up to  $200,000,000  to up to  $375,000,000.  The consent
solicitation  was  completed  on April  21,  2006  with the  requisite  consents
received  from its  members,  and the LLC  executed an Amended and  Restated LLC
Agreement  (the  "Amended  LLC  Agreement").  The LLC  filed a new  registration
statement  (the  "New   Registration   Statement")   for  up  to  an  additional
$175,000,000  of member shares with the Securities and Exchange  Commission (the
"SEC") on May 2, 2006. The New Registration  Statement was declared effective by
the SEC on July 3, 2006 and the LLC  commenced  the  offering of the  additional
175,000 member shares thereafter.

     The  LLC  had  its  initial  closing  on  May  6,  2005  ("Commencement  of
Operations") with the initial sale of member shares.  Through December 31, 2005,
the LLC  sold  107,099  member  shares,  representing  $107,098,773  of  capital
contributions.  From January 1, 2006 through September 30, 2006, the LLC sold an
additional   132,827  member  shares,   representing   $132,827,309  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. ("ICON Securities"), a wholly-owned subsidiary
of the  Manager.  These sales  commissions  and fees paid to the Manager and its
affiliate are recorded as a reduction to the LLC's equity.

     Members'   capital   accounts  are  increased  for  their  initial  capital
contribution plus their  proportionate  share of earnings and decreased by their
proportionate  share  of  losses  and  distributions.   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 year  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.

(3)      Summary of Significant Accounting Policies

Investment in Operating Leases

     Investments  in  operating  leases  are  stated  at cost  less  accumulated
depreciation.  Depreciation is being provided for using the straight-line method
over the term of the related equipment lease to its estimated  residual value at
lease end. Upon the final  disposition  of the  equipment,  the cost and related
accumulated depreciation are removed from the accounts and the resulting gain or
loss is reflected in the consolidated statement of operations.

                                        8
<PAGE>

(3)    Summary of Significant Accounting Policies - continued

Equipment Held for Sale or Lease

     Equipment held for sale or lease includes  equipment  recently purchased on
behalf of a lessee  for whom the lease  term has not yet  commenced,  as well as
equipment  previously  leased to end users  which has been  returned  to the LLC
following lease expiration.  Equipment held for sale or lease is recorded at the
lower of cost or estimated fair market value, less anticipated costs to sell.

Revenue Recognition

     The LLC leases  equipment  to third  parties,  which may be  classified  as
either finance leases or operating leases, as determined based upon the terms of
each lease.  Initial direct costs are capitalized and amortized over the term of
the related lease for finance leases.  For operating leases,  the initial direct
costs are included as a component of the cost of the equipment and depreciated.

     For finance leases, the LLC records, at lease inception,  the total minimum
lease payments receivable from the lessee, the estimated  unguaranteed  residual
value of the equipment at lease termination, the initial direct costs related to
the lease and the  related  unearned  income.  Unearned  income  represents  the
difference  between the sum of the minimum lease  payments  receivable  plus the
estimated  unguaranteed  residual value minus the cost of the leased  equipment.
Unearned income is recognized as finance income over the term of the lease using
the effective interest rate method.

     Revenues from operating leases are recognized on a straight line basis over
the  lives  of the  related  leases.  Billed  and  uncollected  operating  lease
receivables  are included in rents  receivable.  Deferred  rental  income is the
difference  between the timing of the cash payments and the income recognized on
a straight line basis.

     The LLC sells new equipment to its existing lessees and recognizes  revenue
on sales when it is realized or realizable and earned. The LLC considers revenue
realized  or  realizable  and  earned  when  it has  persuasive  evidence  of an
arrangement, delivery has occurred, the sales price is fixed or determinable and
collectibility is reasonably assured.

Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally  accepted  in the United  States of America  requires  the
Manager to make estimates and  assumptions  that affect the reported  amounts of
assets and liabilities  and the disclosure of contingent  assets and liabilities
as of the date of the financial  statements and the reported amounts of revenues
and  expenses  during the  reporting  period.  Significant  estimates  primarily
include the  determination  of  allowance  for doubtful  accounts,  the value of
unguaranteed  residual  values,  depreciation  and  amortization  and impairment
losses. Actual results could differ from those estimates.

(4)    Acquisition of Leasing Portfolio

     On March 7, 2006,  the LLC  acquired  substantially  the  entire  equipment
leasing  portfolio (the "Leasing  Portfolio") of Clearlink  Capital  Corporation
("Clearlink"),  a financial  services  provider based in  Mississauga,  Ontario,
Canada.  At the time of the  acquisition,  the Leasing  Portfolio  consisted  of
approximately   1,100   equipment   schedules   originated  by  Clearlink   with
predominantly  large,  investment grade quality lessees and was comprised mainly
of information technology and technology-related  equipment,  including personal
computers and client/server equipment that perform

                                       9
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)


(4)    Acquisition of Leasing Portfolio - continued

business-related  functions such as database inquiries. This equipment is leased
in both the United  States of America  (approximately  20 separate  lessees) and
Canada (approximately 90 separate lessees). The Leasing Portfolio had a weighted
average  remaining  lease  term  of  approximately  18  months  at the  time  of
acquisition.

     The Leasing  Portfolio,  which was acquired  effective as of March 1, 2006,
was acquired by the LLC from the Manager and ICON Canada, Inc. for approximately
$144,591,000 (CAD $166,000,000),  which included a cash payment of approximately
$49,361,000  and the  assumption  of  non-recourse  debt and  other  assets  and
liabilities related to the Leasing Portfolio of approximately  $95,230,000.  The
Manager was paid an acquisition  fee of  approximately  $4,400,000 in connection
with this transaction.

     The  LLC  assumed  non-recourse  debt  as  part  of the  Leasing  Portfolio
acquisition.  The non-recourse debt accrues interest at rates ranging from 4.05%
per year to 8.05% per year and matures at various dates through  January 2012. A
significant portion of the Leasing Portfolio is financed with non-recourse debt.
The rental  payments  received  from the lessees  generally  match the repayment
terms of the related  non-recourse  debt and the leased  equipment  is generally
pledged as collateral for the non-recourse debt.

     At September 30, 2006, the LLC recorded an impairment loss of approximately
$446,000 on its  operating  leases due to third party sales during  October 2006
which  indicate  that the fair market  value of this  equipment is less than its
book value.

     During  the three  months  ended  September  30,  2006,  the LLC  purchased
approximately $17,200,000 of new equipment.

(5) Investments in Finance Leases

     As  part  of  the  Leasing  Portfolio,   the  LLC  acquired   approximately
$26,141,000 of equipment held for sale or lease.  Of this amount,  approximately
$19,674,000  related to one finance  lease which  commenced  effective  April 1,
2006. The LLC is receiving annual rental payments on this lease of approximately
CAD $2,500,000  (USD  $2,200,000 at September 30, 2006) through August 31, 2015.
Additionally, the LLC assumed liabilities related to this lease of approximately
CAD $14,500,000 (USD $13,000,000 at September 30, 2006),  which is classified as
leasing payables in the accompanying condensed consolidated balance sheet. These
liabilities  will  be  paid  by  the  LLC  in  equal  monthly   installments  of
approximately  CAD $129,167 (USD $116,000 at September 30, 2006) through  August
2015.

     Non-cancelable  annual minimum rents receivable due from the finance leases
in the Leasing Portfolio are as follows at September 30, 2006:

   Year ending
   September 30,
   -------------

        2007                 25,066,766
        2008                 19,130,616
        2009                 11,261,968
        2010                  5,503,164
        2011                  3,038,502



                                       10
<PAGE>

(6)    Investments in Operating Leases

     On June 21,  2006,  the LLC,  through its wholly  owned  subsidiaries  ICON
European  Container,  LLC ("EC I") and ICON European Container II, LLC ("EC II,"
and together with EC I, the "ZIM Purchasers"),  acquired four container vessels,
the M/V ZIM America  and the M/V ZIM Japan  (owned by EC I) and the M/V ZIM Hong
Kong and the M/V ZIM Israel (owned by EC II) (collectively,  the "ZIM Vessels"),
from Old Course  Investments LLC ("Old Course").  The ZIM Vessels are subject to
bareboat  charters  with ZIM  Integrated  Shipping  Services Ltd.  ("ZIM").  The
bareboat charters expire in November 2010 and January 2011, respectively.

     The purchase price was approximately $145,773,000,  comprised of (i) a cash
payment of  approximately  $35,876,000,  (ii) the  assumption  of  approximately
$93,325,000 of non-recourse indebtedness under a secured loan agreement with HSH
Nordbank AG (the "HSH Loan Agreement") and (iii) the assumption of approximately
$12,000,000 of non-recourse indebtedness,  secured by a second priority mortgage
over the ZIM  Vessels  in  favor  of ZIM.  The  obligations  under  the HSH Loan
Agreement  are secured by a first  priority  mortgage  over the ZIM Vessels (See
Note 8 for more  information  about  the  debt  obligations).  The LLC  incurred
professional  fees of approximately  $336,000 and paid or accrued to the Manager
an acquisition fee of  approximately  $4,236,000  relating to this  transaction.
These fees were capitalized as part of the acquisition cost of the ZIM Vessels.

     The ZIM Vessels are owned by two Norwegian limited  partnerships,  European
Container KS and European  Container KS II  (collectively,  the "KS Companies").
The  acquisition of the ZIM Vessels was  consummated by the LLC acquiring all of
Old  Course's  right,  title  and  interest  in and to  all  of the  issued  and
outstanding  shares  (the  "AS  Shares")  of  two  Norwegian  limited  liability
companies, European Container AS and European Container AS II (collectively, the
"AS Companies") and all of Old Course's and the AS Companies'  right,  title and
interest  in  and  to all of the  issued  and  outstanding  limited  partnership
interests (the "KS Shares," and collectively  with the AS Shares,  the "Shares")
of the KS Companies.  The  acquisition  of the ZIM Vessels has been treated as a
purchase  of  assets,  which  is  consistent  with  industry  practices,  as the
historical  operating data for the vessels is not reviewed nor is it material to
the LLC's decision to make such acquisition.

     In  connection  with the  acquisition  of the ZIM  Vessels,  a  controlling
affiliate of Old Course issued a Guaranty for the benefit of the ZIM Purchasers,
dated June 21,  2006,  guaranteeing  the  obligations  of Old  Course  under the
purchase and sale  agreement  (the "PSA") and Old Course and the ZIM  Purchasers
entered into an Escrow  Agreement to secure the  indemnification  obligations of
Old Course  under the PSA.  Pursuant to the terms and  conditions  of the Escrow
Agreement,  Old Course  deposited into escrow the sum of $2,000,000 in cash (the
"Escrow  Amount"),  of which 50% will be released to Old Course if no claims are
made prior to the six month  anniversary of the closing of the acquisition;  the
balance  will  be  released  on the  first  anniversary  of the  closing  of the
acquisition if no claims are made within such time period.

     On June 16,  2006,  the LLC,  through its wholly  owned  subsidiaries  ICON
Doubtless,  LLC, ICON Faithful,  LLC, ICON Spotless, LLC, and ICON Vanguard, LLC
(collectively,  the "Companies"),  acquired four product carrying vessels named:
the M/T  Doubtless,  the M/T Faithful,  the M/T  Spotless,  and the M/T Vanguard
(collectively,  the "Tankers") from subsidiaries of Oceanbulk Maritime, S.A. The
Companies  acquired the Tankers directly,  except for ICON Vanguard,  LLC, which
acquired the M/T Vanguard  through its wholly owned  Cypriot  subsidiary  Isomar
Marine Company Limited ("Isomar" and,  together with the Companies,  the "Tanker
Purchasers").

     The  Tankers  are subject to bareboat  charters  with  subsidiaries  of TOP
Tankers,  Inc. ("Top Tankers").  The bareboat  charters expire in February 2011.
The purchase price for the Tankers was

                                       11
<PAGE>


                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)


(6)      Investments in Operating Leases - continued

approximately $116,319,000,  comprised of (i) approximately $22,650,000 in cash,
(ii) the assumption of  approximately  $80,000,000 of senior  non-recourse  debt
obligations  and (iii) the  assumption of  approximately  $10,000,000  of junior
non-recourse  debt obligations  (See Note 8 for more information  about the debt
obligations).  The LLC incurred professional fees of approximately  $290,000 and
paid or accrued to the Manager an acquisition  fee of  approximately  $3,379,000
relating  to these  transactions.  These  fees were  capitalized  as part of the
acquisition cost of the Tankers.

     Aggregate  minimum  future  rentals  receivable  from  each  of  the  LLC's
non-cancelable leases consist of the following at September 30, 2006:

   Year Ending
   September 30,
   -------------

       2007         $  74,056,438
       2008         $  55,494,795
       2009         $  42,960,541
       2010         $  37,913,478
       2011         $  11,870,511

(7)    Joint Ventures

     The joint venture described below is majority owned and consolidated by the
LLC.

ICON Global Crossing, LLC

     On November 17, 2005, the LLC, along with ICON Income Fund Eight A L.P. and
ICON Income Fund Ten, LLC ("Fund Ten"),  both affiliates of the Manager,  formed
ICON Global  Crossing,  LLC ("ICON Global  Crossing"),  with original  ownership
interests of approximately 44%, 12% and 44%, respectively.  ICON Global Crossing
purchased  state-of-the-art  telecommunications  equipment  on lease  to  Global
Crossing  Telecommunications,  Inc. ("Global Crossing").  On March 31, 2006, the
LLC  made  an  additional  capital  contribution  to  ICON  Global  Crossing  of
$7,733,176,  which changed the ownership interests to approximately 61.4%, 8.0 %
and 30.6%, respectively.  Accordingly, the LLC consolidated the balance sheet of
ICON  Global  Crossing  at  March  31,  2006 and  consolidated  its  results  of
operations beginning April 1, 2006.

     During   February   and  March  2006,   ICON  Global   Crossing   purchased
approximately  $22,113,000 of equipment  (including  initial direct costs in the
form of legal fees of  approximately  $157,000) on lease to Global  Crossing and
during April 2006 purchased approximately  $3,165,000 of additional equipment on
lease with Global  Crossing.  The base lease term of the lease is for 48 months,
and began on April 1, 2006.  The LLC paid an  acquisition  fee to the Manager of
approximately  $232,000  relating to the additional  capital  contribution  made
during March 2006.

     The equipment on lease to Global Crossing is classified as an investment in
operating leases in the accompanying condensed consolidated balance sheet.

     The two joint ventures  described below are not consolidated by the LLC and
are accounted for under the equity method.

                                       12
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

(7)    Joint Ventures - continued

ICON AEROTV, LLC

     On December 22, 2005, the LLC and Fund Ten formed ICON AEROTV, LLC ("AEROTV
LLC")  and  each  contributed  approximately  $2,776,000  for  a  50%  ownership
interest.  During February 2006, AEROTV LLC purchased  approximately $794,000 of
equipment on lease to AeroTV Ltd. with a lease term that expires on December 31,
2007.  During  March  2006,  AEROTV  LLC  purchased  approximately  $192,000  of
additional  equipment on lease to AeroTV Ltd.  with a lease term that expires on
June 30, 2008.

     On August 3, 2006, AEROTV LLC agreed to purchase  approximately $844,000 of
additional  equipment on lease to AeroTV Ltd.  with a lease term that expires on
June 30, 2008. On August 17, 2006, AEROTV LLC paid approximately $371,000 of the
agreed upon purchase price of $844,000 and agreed to pay the remaining  $473,000
conditioned upon AeroTV Ltd.  installing the leased  equipment.  As of September
30, 2006, the equipment installation has not been completed.  AeroTV Ltd., which
is based in the United Kingdom,  is a provider of on-board digital  audio/visual
systems  for  airlines,  rail  and  coach  operators.  The LLC paid  $83,630  in
acquisition fees to the Manager,  which were capitalized to other assets and are
being amortized to operations over the corresponding lease terms.

ICON EAM, LLC

     On November 9, 2005,  the LLC and Fund Ten formed ICON EAM, LLC ("EAM LLC")
and  each  contributed  approximately  $5,620,000  in cash  for a 50%  ownership
interest.  EAM LLC will purchase  industrial  gas meters and  accompanying  data
gathering  equipment  that  will be  subject  to a lease  with EAM  Assets  Ltd.
("Assets  Ltd.")  which  expires in 2013.  Assets Ltd. is a meter asset  manager
whose business is maintaining  industrial gas meters in the United  Kingdom.  At
September  30,  2006,  the cash  contributions  were held in an  escrow  account
pending the equipment purchase.

     On March 9, 2006, in accordance  with the lease agreement with Assets Ltd.,
the  shareholders  of Energy Asset  Management plc, the parent company of Assets
Ltd.,  approved the issuance of warrants to EAM LLC to acquire  7,403,051 shares
of Energy  Asset  Management  plc's  stock.  On March 9, 2006,  the  Manager had
estimated  the  value of the  warrants  to be zero in part  since  Energy  Asset
Management plc was privately held with no current market for its shares.  Energy
Asset  Management  plc  subsequently  completed a  reverse-merger  with a United
Kingdom  public  company.  The  warrants  are  exercisable  for five years after
issuance and have a strike price of  (pound)1.50.  EAM LLC has classified  these
warrants as available for sale  securities and any  unrealized  gains and losses
during  the period  are  reflected  in other  comprehensive  income,  which is a
component of members'  equity of EAM LLC.  Realized  gains and losses during the
year are reflected in the statement of  operations.  At September 30, 2006,  the
Manager has determined,  based upon the Black-Scholes option pricing model, that
the fair value of these warrants is  approximately  $1,088,000.  The assumptions
used for the  Black-Scholes  option pricing model were as follows:  strike price
(pound)1.50, share price (pound)1.00, estimated holding period of two years from
March 9, 2006, a volatility of 37.5%, and a risk free interest rate of 5.0%.

(8)    Notes Payable - Non-Recourse

         ZIM Vessels

     In connection  with the acquisition of the ZIM Vessels (See Note 6 for more
information about the acquisition), the LLC assumed approximately $93,325,000 of
a senior non-recourse debt obligation

                                       13
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

(8)      Notes Payable - Non-Recourse - continued

under the HSH Loan  Agreement.  Pursuant to the terms of the HSH Loan Agreement,
there are two separate portions to the senior non-recourse debt obligation,  (i)
approximately  $43,600,000  was for the acquisition of the M/V ZIM Japan and M/V
ZIM America and (ii)  approximately  $49,725,000  was for the acquisition of the
M/V ZIM Hong  Kong and M/V ZIM  Israel.  HSH  Nordbank  AG has a first  priority
security interest in the ZIM Vessels. The KS Companies are jointly and severally
liable for the obligations under the HSH Loan Agreement.

     The  portion of the senior  non-recourse  debt  obligation  relating to the
acquisition  of the M/V ZIM Japan and M/V ZIM America  matures on  November  18,
2010 and accrues  interest at the London  Interbank  Offered Rate ("LIBOR") plus
1.25% per year. This portion of the senior non-recourse debt obligation requires
quarterly  principal  payments of $1,900,000  through November 2006,  $1,800,000
through November 2007 and $1,600,000  through August 2010. On November 12, 2010,
a balloon payment of approximately  $12,500,000 is due and payable. The LLC may,
at its  discretion,  make  periodic  prepayments  of the  outstanding  principal
balance without  penalty.  On August 18, 2006, the LLC paid $900,000,  which was
applied  against  the  outstanding  principal  balance  and  reduced the balloon
payment due on the maturity date.

     The  portion of the senior  non-recourse  debt  obligation  relating to the
acquisition  of the M/V ZIM Hong Kong and M/V ZIM Israel  matures on January 27,
2011 and  accrues  interest  at LIBOR plus 1.25% per year.  This  portion of the
senior  non-recourse debt obligation  requires  quarterly  principal payments of
$1,950,000   through  February  2007,   $1,900,000  through  February  2008  and
$1,775,000  through  November  2010.  On January 27, 2011, a balloon  payment of
approximately  $14,900,000 is due and payable.  The LLC may, at its  discretion,
make periodic prepayments of the outstanding  principal balance without penalty.
On  August  3,  2006,  the LLC paid  $75,000,  which  was  applied  against  the
outstanding  principal  balance  and  reduced  the  balloon  payment  due on the
maturity date.

     As part  of the  acquisition  of the ZIM  Vessels,  the LLC  assumed  three
interest  rate  swap   contracts.   These  interest  rate  swap  contracts  were
established  in  order  to  fix  the  variable  interest  rates  on  the  senior
non-recourse   debt   obligation   and  minimize  the  risk  for  interest  rate
fluctuations.  Two of the  interest  rate  swap  contracts  hedge  the  variable
interest  rate  on the  $43,600,000  portion  of the  senior  non-recourse  debt
obligation relating to the acquisition of the M/V ZIM Japan and M/V ZIM America.
These two interest rate swap contracts have notional  amounts of $11,250,000 and
$36,150,000,  respectively, and have fixed interest rates of 5.41% and 5.97% per
year,  respectively.  The third interest rate swap contract  hedges the variable
interest  rate  on the  $49,725,000  portion  of the  senior  non-recourse  debt
obligation  relating  to the  acquisition  of the M/V ZIM Hong  Kong and M/V ZIM
Israel.  This interest rate swap contract has a notional  amount of  $49,725,000
and has a fixed  interest rate of 5.99% per year.  The LLC accounts for its swap
contracts  as fair value  hedges in  accordance  with SFAS 133, as amended,  and
recorded the fair value of the swap  contracts  at June 21, 2006 and  recognizes
the  periodic  change in the fair  value of the  interest  rate  swap  contracts
through the statement of operations. Due to the non-recourse debt prepayments in
August 2006, a portion of the swap contracts was  determined to be  ineffective,
the amount of which was not  material to our  condensed  consolidated  financial
statements at September 30, 2006.

     In connection with the acquisition of the ZIM Vessels, the LLC also assumed
$12,000,000 of junior  non-recourse  debt obligations with ZIM consisting of (i)
approximately  $5,800,000  relating to the  acquisition of the M/V ZIM Japan and
M/V ZIM America and (ii) approximately $6,200,000 relating to the acquisition of
the M/V ZIM Hong Kong and M/V ZIM Israel.  The  $5,800,000  junior  non-recourse
debt  obligation  matures on May 12, 2010,  accrues  interest at 2.75% per year,
requires semi-annual principal payments of approximately $400,000 and requires a
balloon payment of

                                       14
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

(8)      Notes Payable - Non-Recourse - continued

approximately  $2,600,000 on May 12, 2010.  The $6,200,000  junior  non-recourse
debt obligation  matures on July 27, 2010,  accrues  interest at 2.75% per year,
requires semi-annual principal payments of approximately $400,000 and requires a
balloon payment of  approximately  $2,600,000 on July 27, 2010. ZIM has a second
priority  security  interest  in the ZIM  Vessels  as  security  for the  junior
non-recourse debt obligations. At September 30, 2006, the outstanding balance of
the senior and junior  non-recourse  debt  obligations  for the ZIM  Vessels was
$100,100,000.

     Tankers

     In  connection  with the  acquisition  of the Tankers  (See Note 6 for more
information  about  the  acquisition),  the  Tanker  Purchasers  entered  into a
non-recourse  senior secured loan agreement (the "Fortis Loan  Agreement")  with
Fortis Bank NV/SA for  approximately  $80,000,000.  Pursuant to the terms of the
Fortis Loan  Agreement,  there were four separate  advances:  (i)  approximately
$19,364,000  for  the  acquisition  of the  M/T  Doubtless,  (ii)  approximately
$19,364,000  for  the  acquisition  of the  M/T  Spotless,  (iii)  approximately
$20,363,000  for the  acquisition  of the M/T Faithful,  and (iv)  approximately
$20,909,000  for the  acquisition  of the M/T Vanguard.  The advances all have a
maturity  date of June 22,  2011 and accrue  interest  at LIBOR plus  1.125% per
year.

     The advances for the acquisitions of the M/T Doubtless and the M/T Spotless
each require quarterly principal payments of approximately $847,000 through June
19, 2007,  approximately $908,000 through June 19, 2008,  approximately $968,000
through June 19, 2009,  $1,029,000  through June 19, 2010 and $1,089,000 through
June 22, 2011.  The advance for the  acquisition  of the M/T  Faithful  requires
quarterly   payments  of   approximately   $891,000   through   June  19,  2007,
approximately $954,000 through June 19, 2008,  approximately  $1,018,000 through
June 22, 2009,  approximately $1,082,000 through June 22, 2010 and approximately
$1,145,000  through June 22, 2011.  The advance for the  acquisition  of the M/T
Vanguard requires quarterly payments of approximately  $915,000 through June 19,
2007,  approximately  $980,000 through June 19, 2008,  approximately  $1,045,000
through  June 19,  2009,  approximately  $1,111,000  through  June 22,  2010 and
approximately $1,176,000 through June 22, 2011.

     As part of the acquisition of the Tankers,  the Tanker  Purchasers  entered
into four  interest  rate swap  contracts in order to fix the variable  interest
rate on the senior  non-recourse  debt  obligations  with Fortis to minimize the
LLC's  risk for  interest  rate  fluctuations.  These  interest  rate swaps were
effective  beginning  September 18, 2006,  have an aggregate  notional amount of
approximately  $76,500,000 and will fix the interest rate at 5.59% per year. The
LLC accounts for its swap contracts as cash flow hedges in accordance  with SFAS
133, as amended,  and records the swap  contracts at their  estimated fair value
and  recognizes the periodic  change in their fair value as other  comprehensive
income.

     In connection  with the acquisition of the Tankers,  the Tanker  Purchasers
assumed junior  non-recourse debt obligations of approximately  $10,000,000 with
Top  Tankers,  consisting  of  (i)  approximately  $2,420,000  relating  to  the
acquisition of the M/T Doubtless,  (ii) approximately $2,420,000 relating to the
acquisition of the M/T Spotless,  (iii) approximately $2,550,000 relating to the
acquisition of the M/T Faithful and (iv)  approximately  $2,610,000  relating to
the acquisition of the M/T Vanguard.  The junior  non-recourse  debt obligations
all mature on March 14, 2011 and do not accrue interest. The LLC has reduced the
junior  non-recourse  debt to its  present  value at June 16,  2006,  which  was
approximately  $8,778,000,  and will impute interest at 2.75% per year, which is
the rate of interest on similar junior debt  obligations that the LLC holds. Top
Tankers has a second priority  security  interest in the Tankers as security for
the junior non-recourse debt obligations. At

                                       15
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

   (8)     Notes Payable - Non-Recourse - continued

September  30,  2006,  the   outstanding   balance  of  the  senior  and  junior
non-recourse debt obligations for the Tankers was $85,357,545.

     Leasing Portfolio

     As discussed in Note 4, in connection  with the  acquisition of the Leasing
Portfolio,  the LLC incurred non-recourse debt obligations which accrue interest
at rates  ranging  from  4.05% to 8.05%  per year and  mature at  various  dates
through January 2012.

     The aggregate  maturities of notes  payable -  non-recourse  consist of the
following at September 30, 2006:


    Year Ending
   September 30,
   --------------
        2007         $  74,957,788
        2008         $  57,911,204
        2009         $  41,710,085
        2010         $  38,376,272
        2011         $  57,777,381


(9)    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 Fund Ten  (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 is jointly and severally liable for all
amounts borrowed under the Facility.

     In accordance with the terms and conditions 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, 2006.  The Agreement  prohibits the Borrowers from declaring or
paying  any  distributions  to  investors  if such a  payment  would  cause  the
Borrowers to become non-compliant with the financial covenants in the Agreement.

     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 Borrower and (ii) 50% of the net worth of such Borrower.

                                       16
<PAGE>


                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

(9)    Revolving Loan Facility - continued

     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  $468,000 at September 30, 2006,  which  satisfies the
Lender's cash reserve requirement for all of the Borrowers.

     At September 30, 2006,  aggregate  borrowings  by all  Borrowers  under the
Facility  amounted  to  $2,340,000,  of which  the LLC  currently  has no amount
outstanding.

(10)   Comprehensive Loss

         Comprehensive loss consists of the following:

<TABLE>
<CAPTION>


                                                                                                                For the Period
                                                                                                                from May 6, 2005
                                                                                                               (Commencement of
                                                     Three Months       Three Months          Nine Months         Operations)
                                                  Ended September 30,  Ended September 30,  Ended September 30,  to September 30,
                                                         2006               2005                  2006              2005
<S>                                                        <C>              <C>                   <C>               <C>
                                                      ------------      -----------          -------------       -----=-----
 Net loss                                             $ (3,935,332)     $  (247,696)            (3,097,857)         (367,764)
 Other comprehensive loss:
       Change in valuation of interest
         rate swap contracts                            (1,070,856)               -             (1,098,720)                -
       Change in valuation of warrants
         held by joint venture                             (96,234)               -                543,803                 -
       Foreign currency translation adjustments            408,004                -              1,716,008                 -
                                                     -------------      -----------          -------------       -----------

 Comprehensive loss                                   $ (4,694,418)     $  (247,696)          $ (1,936,766)      $  (367,764)
                                                      ============      ===========           ============       ===========

</TABLE>



(11)   Transactions with Related Parties

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

     In accordance with the terms of these agreements,  the LLC pays or paid the
Manager (i)  management  fees ranging from 1% to 7% based on a percentage of the
rentals recognized either directly by the LLC or through its joint ventures, and
(ii) acquisition  fees,  through the end of the operating  period,  of 3% of the
gross value of the LLC's acquisition  transactions.  In addition, the Manager is
reimbursed for  administrative  expenses  incurred in connection  with the LLC's
operations.  The Manager has assigned its rights and  obligations to provide the
LLC with administrative services

                                       17
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

(11)     Transactions with Related Parties - continued

and collect  reimbursement  for those services relating to the Leasing Portfolio
to the Manager's Canadian affiliate,  ICON Funding ULC, pursuant to a management
agreement between the Manager and ICON Funding ULC.

     The Manager  performs  certain  services  relating to the management of the
LLC's  equipment  leasing  activities.  Such services  include the collection of
lease  payments  from the  lessees  of the  equipment,  re-leasing  services  in
connection  with  equipment  which is off-lease,  inspections  of the equipment,
liaison with and general  supervision of lessees to assure that the equipment is
being properly operated and maintained, monitoring performance by the lessees of
their obligations under the leases and the payment of operating expenses.

     Administrative  expense reimbursements are costs incurred by the Manager or
its  affiliates and are necessary to the LLC's  operations.  These costs include
the Manager's  and its  affiliates  legal,  accounting,  investor  relations and
operations  personnel,  as well as  professional  fees and other  costs that are
charged to the LLC based upon the percentage of time such personnel  dedicate to
the LLC.  Excluded  are salaries and related  costs,  travel  expenses and other
administrative  costs incurred by individuals with a controlling interest in the
Manager.

     The  Manager  also has a 1%  interest  in the  LLC's  profits,  losses  and
distributions. The LLC paid and accrued distributions to the Manager of $110,198
for the nine months  ended  September  30,  2006.  Additionally,  the  Manager's
interest in the LLC's net loss for the three and nine months ended September 30,
2006 was $39,353 and $30,979,  respectively. The Manager's interest in the LLC's
net loss for the three months ended  September  30, 2005 and the period from May
6, 2005  (Commencement of Operations)  through September 30, 2005 was $2,477 and
$3,678, respectively.

     Fees and other  expenses  paid or accrued by the LLC to the  Manager or its
affiliates for the three and nine month periods ended September 30, 2006 and for
the three  months ended  September  30, 2005 and for the period from May 6, 2005
(Commencement of Operations) through September 30, 2005, are as follows:


<TABLE>
<CAPTION>

                                                                                                                 For the Period
                                                                    Three           Three                        from May 6, 2005
                                                                   Months          Months        Nine Months      (Commencement of
                                                                    Ended           Ended          Ended          Operations)
                                                                 September 30,   September 30,   September 30,    to September 30,
          Entity            Capacity        Description             2006            2005           2006             2005
          -------          ---------      ------------           ----------      ----------     -----------     ----------------
<S>                          <C>             <C>                     <C>             <C>            <C>                <C>
 ICON Capital Corp.       Manager         Organization and
                                          offering expenses (1)  $  608,706      $ 1,354,029    $ 1,992,411    $       2,298,950
                                                                 ==========      ==========     ===========     ================

 ICON Securities Corp.    Managing        Underwriting fees (1)  $  811,608      $  899,205     $ 2,656,548     $      1,439,160
                          broker-dealer                          ==========      ==========     ===========     ================
 ICON Capital Corp.       Manager         Acquisition fees (2)   $  512,285      $        -     $13,132,809     $              -
                                                                 ==========      ==========     ===========     ================
 ICON Capital Corp.       Manager         Management fees (3)    $1,520,291      $        -     $ 2,605,705     $              -
                                                                 ==========      ==========     ===========     ================

 ICON Capital Corp.       Manager          Administrative        $1,811,745      $  407,772     $ 4,335,610     $        529,976
 and affiliate                                fees (3)           ==========      ==========     ===========     ================


</TABLE>


 (1) Amount charged directly to members' equity.
 (2) Amount capitalized and amortized to operations.
 (3) Amount charged directly to operations.


     At  September  30,  2006,  the LLC had a net payable due to its Manager and
affiliates of $402,047.  The significant  components are as follows: the Manager
was due  $384,562,  which is  comprised  of $258,826  of accrued  administrative
expense  reimbursements,  $66,713 of acquisition fees, $32,360 of distributions,
$13,549 of management  fees and $13,114 of organization  and offering  expenses.
ICON Securities was due $17,485 for underwriting fees.

                                       18

<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

(11)     Transactions with Related Parties - continued

     From October 1, 2006 to November 1, 2006,  the LLC has raised an additional
$19,810,904 of capital contributions.  During this time period, the LLC has paid
or accrued  organization  and  offering  expenses to the Manager of $297,164 and
underwriting fees to ICON Securities of $396,218.

(12)   Lease Program

     The LLC has a program (the  "Program"),  in which lessees may  participate,
that streamlines the process of ordering,  accepting and leasing equipment under
the  lessee's  master  lease  agreement  (the  "Master  Lease   Agreement")  for
information technology equipment. The Program allows lessees to periodically and
systematically order equipment either directly from the manufacturer or from the
LLC,  which acts as a reseller and procures  equipment  for the lessee,  to meet
their current  equipment  requirements  without  having to negotiate a new lease
agreement  with the LLC. In order to  participate  in the Program,  lessees must
meet certain credit requirements, as defined in the form agreement governing the
terms of the Program (the "Program Agreement"),  and may not be in default under
the Program Agreement or the Master Lease Agreement.

     In  advance  of  each  calendar  quarter,  the  LLC  notifies  the  Program
participants of the estimated cost of new equipment purchases available for that
participant during the coming quarter as well as the monthly rental payment that
will be applied to each piece of equipment purchased. At September 30, 2006, the
LLC had approved  approximately  $26,435,000 for equipment  purchases during the
next quarter with lease terms  commencing on or before January 1, 2007, of which
approximately $13,364,000 was for U.S. lessees, approximately $9,326,000 was for
Canadian lessees and approximately $3,745,000 was for United Kingdom lessees.

(13)   Geographic Information

     Geographic  information  for revenue,  based on the country of origin,  and
long-lived  assets,  which include finance leases and operating  leases,  net of
accumulated depreciation, are as follows at September 30, 2006:

<TABLE>
<CAPTION>

                                                          United
                                                          States           Canada          Europe         Other           Total
                                                        -----------     -----------      -----------    -----------    -----------

 Revenue:
<S>                                                     <C>             <C>               <C>           <C>            <C>
      Rental income                                     $15,785,748     $13,909,245       $6,081,835     $5,540,758    $41,317,586
      Finance income                                      1,075,073       1,463,628                -              -      2,538,701
      Income from investments in joint ventures             166,695               -          335,173              -        501,868
                                                        -----------      ----------       ----------    -----------    -----------

                                                        $17,027,516     $15,372,873       $6,417,008     $5,540,758    $44,358,155
                                                        ===========     ===========       ==========    ===========    ===========


                                                         United
                                                          States           Canada          Europe          Other         Total
                                                        -----------      ----------       ----------    -----------    -----------
 Long-lived assets:
      Investments in finance leases:
         Minimum rents receivable                       $24,567,598     $47,941,828       $        -    $         -    $72,509,426
         Estimated unguaranteed residual values             957,090       3,030,586                -              -      3,987,676
         Initial direct costs, net                          624,353       1,926,869                -              -      2,551,222
         Unearned income                                (2,755,621)     (6,884,044)                -              -     (9,639,665)
                                                        -----------     -----------       ----------    -----------    -----------

                                                        $23,393,420     $46,015,239       $        -    $         -    $69,408,659
                                                        ===========     ===========       ==========    ===========    ===========


      Investments in operating leases, net              $53,829,200     $37,066,108     $138,117,881   $111,210,369   $340,223,558
                                                        ===========     ===========     ============   ============   ============
      Investments in joint ventures                     $         -               -     $  9,942,273   $          -   $  9,942,273
                                                        ===========     ===========     ============   ============   ============
      Equipment held for sale or lease                  $ 1,582,011     $ 6,832,092     $          -   $          -   $  8,414,103
                                                        ===========     ===========     ============   ============   ============

</TABLE>

                                       19

<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

(14)   Recent Accounting Pronouncements

     In September 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standards No. 157 "Accounting for Fair Value
Measurements"  ("SFAS  157").  SFAS 157  establishes  a separate  framework  for
determining  fair values of assets and  liabilities  that are  required by other
authoritative  generally  accepted  accounting  principle  pronouncements  to be
measured at fair value.  In addition,  SFAS 157  incorporates  and clarifies the
guidance in FASB  Concepts  Statement  No. 7 regarding  the use of present value
techniques  in  measuring  fair  value.  SFAS  157 is  effective  for  financial
statements of fiscal years  beginning  after  November 15, 2007.  The Manager is
currently  evaluating  the impact of this  pronouncement  but does not currently
believe it will have a material impact on the financial statements.

     The Manager does not believe that any other  recently  issued,  but not yet
effective accounting pronouncements, if currently adopted, would have a material
effect on the accompanying condensed consolidated financial statements.

(15) Concentrations

     For the nine months ended  September 30, 2006, the LLC had two lessees that
accounted  for  approximately  26% of rental  income  and  approximately  61% of
investments in operating leases.


                                       20
<PAGE>


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

     The  following is a  discussion  of our results of  operations  and current
financial  position.  This discussion should be read together with our unaudited
condensed consolidated financial statements and related notes included elsewhere
in this  report,  Part II,  Item 1A.  Risk  Factors  and the  audited  financial
statements  and related notes included in our Annual Report on Form 10-K for the
year ended December 31, 2005.

     As used in this  Quarterly  Report on Form 10-Q,  references to "we," "us,"
"our"  or  similar  terms  include  ICON  Leasing  Fund  Eleven,   LLC  and  its
consolidated subsidiaries.

Forward-Looking Statements

     Certain statements within this Quarterly Report on Form 10-Q may constitute
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform  Act of 1995  ("PSLRA").  These  statements  are  being  made
pursuant to the PSLRA, with the intention of obtaining the benefits of the "safe
harbor"  provisions of the PSLRA,  and, other than as required by law, we assume
no  obligation  to  update  or  supplement  such   statements.   Forward-looking
statements are those that do not relate solely to historical fact. They include,
but are not limited to, any statement  that may predict,  forecast,  indicate or
imply future  results,  performance,  achievements  or events.  You can identify
these   statements  by  the  use  of  words  such  as  "may,"  "will,"  "could,"
"anticipate," "believe," "estimate," "expects," "intend," "predict" or "project"
and variations of these words or comparable words or phrases of similar meaning.
These  forward-looking  statements  reflect our current beliefs and expectations
with respect to future  events and are based on  assumptions  and are subject to
risks and  uncertainties  and other  factors  outside our control that may cause
actual results to differ materially from those projected.

Overview

     We are an equipment  leasing  business formed on December 2, 2004. We began
active  operations  on May 6,  2005.  We  primarily  engage in the  business  of
purchasing  equipment  and  leasing  it  to  third-party  end  users,  acquiring
equipment subject to lease and, to a lesser extent,  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
the lessees will be paid to lenders.  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 members.  The investment in
additional  equipment  in this manner is called  "reinvestment."  We  anticipate
purchasing  equipment from time to time for the next six years.  This time frame
is called the "operating  period,"  which may be extended,  at the discretion of
our Manager,  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."

     At September 30, 2006, our current portfolio, which we hold either directly
or through  joint  venture  investments  with  affiliates  and others,  consists
primarily of the following equipment subject to lease:

                                       21
<PAGE>

Containership Equipment:

o    We have a 100%  interest  in four  45,720 -  47,094  DWT  product  carrying
     vessels, the M/T Doubtless, the M/T Faithful, the M/T Spotless, and the M/T
     Vanguard,  which are subject to bareboat  charters with subsidiaries of TOP
     Tankers, Inc. that expire in February 2011.

o    We have a 100%  interest  in four  3,300  TEU  container  vessels,  M/V ZIM
     America,  M/V ZIM Hong Kong, M/V ZIM Israel,  and M/V ZIM Japan,  which are
     subject to bareboat  charters with ZIM  Integrated  Shipping  Services Ltd.
     that expire in November 2010 and January 2011.

Information Technology and Technology-Related Equipment:

o    We own  approximately  1,100  equipment  leases with  predominantly  large,
     investment   grade  lessees  that  are  comprised   mainly  of  information
     technology and technology-related  equipment,  including personal computers
     and client/server equipment.

Telecommunications Equipment:

o    We have a 61.4%  ownership  interest  in ICON Global  Crossing,  LLC ("ICON
     Global Crossing"),  an entity also managed by our Manager,  which purchased
     from various vendors  state-of-the-art  telecommunications  equipment which
     was then  leased  to Global  Crossing  Telecommunications,  Inc.  The lease
     expires on April 1, 2010.

o    We currently have a 13.26%  ownership  interest in ICON Global Crossing II,
     LLC ("Global  Crossing  II"), an entity also managed by our Manager,  which
     purchased   from  various   vendors   state-of-the-art   telecommunications
     equipment which was then leased to Global Crossing Telecommunications, Inc.
     and Global  Crossing  North  American  Networks,  Inc. The lease expires on
     October 31, 2010.

Industrial Gas Meters:

o    We have a 50.0% ownership  interest in ICON EAM LLC, an entity also managed
     by our Manager,  which will purchase industrial gas meters and accompanying
     data gathering equipment that will then be subject to lease with EAM Assets
     Ltd., a meter asset manager that is responsible for maintaining  industrial
     gas meters in the United Kingdom.

Digital Audio/Visual Entertainment Systems:

o    We have a 50.0%  ownership  interest  in ICON  AEROTV  LLC,  an entity also
     managed by our Manager, which purchases digital audio/visual  entertainment
     systems  which will then be subject to a lease with AeroTV Ltd., a provider
     of on board  digital  audio/visual  systems  for  airlines,  rail and coach
     operators in the United Kingdom.

Lease and Other Significant Transactions

Telecommunications Equipment

     On November 17, 2005, we, along with ICON Income Fund Eight A L.P. and ICON
Income Fund Ten, LLC ("Fund Ten"),  both affiliates of our Manager,  formed ICON
Global Crossing, with ownership interests of 44%, 12% and 44%, respectively,  to
purchase state-of-the-art  telecommunications equipment from various vendors. On
March 31, 2006, we made an additional capital contribution of $7,733,176,  which
changed the  ownership  interests  at March 31, 2006 to 61.4%,  8.0 % and 30.6%,
respectively.

                                       22
<PAGE>

     During February and March 2006, ICON Global  Crossing  purchased,  in cash,
approximately  $22,113,000 of equipment  (including  initial direct costs in the
form of legal  fees of  approximately  $157,000)  on lease  to  Global  Crossing
Telecommunications,  Inc.  ("Global  Crossing")  and during April 2006 purchased
approximately  $3,165,000 of additional equipment on lease with Global Crossing.
The base lease term is for 48 months, and began on April 1, 2006.

     On  September  28,  2006,  Fund Ten along with ICON Income  Fund Nine,  LLC
("Fund Nine"),  both affiliates of our Manager,  formed Global Crossing II, with
original  ownership  interests of approximately 83% and 17%,  respectively.  The
total  capital  contributions  made to  Global  Crossing  II were  approximately
$12,044,000,  of which the Fund Ten's share was  approximately  $10,044,000  and
Fund Nine's share was approximately $2,000,000.

     Simultaneously,    Global    Crossing   II    purchased    state-of-the-art
telecommunications  equipment for  $12,043,793.  This  equipment is subject to a
lease with Global  Crossing  Telecommunications,  Inc. and Global Crossing North
American Networks, Inc. (collectively, "Global Crossing").

     On October 31, 2006, we made a capital contribution of $1,840,876 to Global
Crossing II. The  contribution  changed the  ownership  interests for Fund Nine,
Fund Ten and us at October 31, 2006 to 14.40%, 72.34% and 13.26%,  respectively.
The  additional   contribution  was  also  used  to  purchase   state-of-the-art
telecommunications  equipment subject to a lease with Global Crossing.  The base
lease term is for 48 months beginning on November 1, 2006.

New Accounting Pronouncements

     In September 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standards No. 157 "Accounting for Fair Value
Measurements"  ("SFAS  157").  SFAS 157  establishes  a separate  framework  for
determining  fair values of assets and  liabilities  that are  required by other
authoritative  generally  accepted  accounting  principle  pronouncements  to be
measured at fair value.  In addition,  SFAS 157  incorporates  and clarifies the
guidance in FASB  Concepts  Statement  No. 7 regarding  the use of present value
techniques  in  measuring  fair  value.  SFAS  157 is  effective  for  financial
statements of fiscal years  beginning  after  November 15, 2007.  Our Manager is
currently  evaluating  the impact of this  pronouncement  but does not currently
believe it will have a material impact on the financial statements.

     Our Manager does not believe that any other  recently  issued,  but not yet
effective accounting pronouncements, if currently adopted, would have a material
effect on the accompanying condensed consolidated financial statements.

Results of Operations  for the Three Months Ended  September 30, 2006 (the "2006
Quarter") and 2005 (the "2005 Quarter")

     We commenced  operations on May 6, 2005 and are currently  raising  equity.
From commencement of operations through September 30, 2006, we have raised total
equity of $239,926,196. In July 2006, we increased our original offering from up
to $200,000,000 to up to $375,000,000.  With the net proceeds from our offering,
we  anticipate  acquiring  both income leases and growth  leases.  As our leases
expire,  we may sell the  equipment  and  reinvest  the  proceeds in  additional
equipment leases or re-lease the equipment.  We anticipate  incurring both gains
and losses on the sales of equipment during our operating period.  Additionally,
we expect to see our  rental  income and  finance  income  increase,  as well as
related  expenses such as  depreciation  and  amortization  expense and interest
expense.  We  anticipate  that the fees we pay our Manager to operate and manage
our business  portfolio will increase  during this period as our Manager will be
spending a greater portion of its time managing our portfolio.

                                       23
<PAGE>




     Revenue  for the  2006  Quarter  and the 2005  Quarter  are  summarized  as
follows:

<TABLE>
<CAPTION>

                                                                 2006                  2005              Change
                                                              ------------         -----------       -------------
<S>                                                           <C>                  <C>               <C>
 Total revenue                                                $ 24,698,883         $   186,358       $  24,512,525
                                                              ============         ===========       =============

 Rental income                                                $ 23,013,318         $         -       $  23,013,318
 Finance income                                               $  1,150,699         $         -       $   1,150,699
 Income from investment in joint ventures                     $    120,643         $         -       $     120,643
 Net gain on sales of new equipment                           $    162,349         $         -       $     162,349
 Net (loss) gain on sales of leased equipment                 $   (132,908)        $         -       $   (132,908)
 Interest and other income                                    $    384,782         $   186,358       $     198,424
</TABLE>


     Total revenue for the 2006 Quarter was  approximately  $24,699,000  and was
comprised  of rental  income of  approximately  $23,013,000,  finance  income of
approximately   $1,151,000,   income  from  investments  in  joint  ventures  of
approximately  $121,000,  a net  gain on  sales of  equipment  of  approximately
$29,000 and interest and other income of approximately $385,000. Our revenue was
derived from our acquisition of  approximately  1,100 leases  effective March 1,
2006, as well as our recent  acquisitions of  containerships.  We purchased four
product carrying  vessels and four container  vessels during June 2006. The 2006
Quarter includes a full three months of rental income from those acquisitions.

     Expenses  for the 2006  Quarter  and the 2005  Quarter  are  summarized  as
follows:
<TABLE>
<CAPTION>

                                                                  2006              2005         Change
                                                              ------------      -----------   -----------
<S>                                                           <C>               <C>           <C>
 Total expenses                                               $ 28,634,215      $   434,054   $28,200,161
                                                              ============      ===========   ===========

 Depreciation and amortization                                $ 19,059,640      $     1,094   $19,058,546
 Impairment loss                                              $    446,301      $         -   $   446,301
 Interest                                                     $  5,269,459      $         -   $ 5,269,459
 Management fees - Manager                                    $  1,520,291      $         -   $ 1,520,291
 Administrative expense reimbursements -
     Manager and affiliate                                    $  1,811,745      $   407,772   $ 1,403,973
 General and administrative                                   $    262,356      $    25,188   $   237,168
 Minority interest                                            $    264,423      $         -   $   264,423

</TABLE>


     Total expenses for the 2006 Quarter were approximately $28,634,000 and were
comprised of depreciation  and  amortization of  approximately  $19,060,000,  an
impairment loss of approximately $446,000, interest of approximately $5,269,000,
management fees - Manager of approximately  $1,520,000,  administrative  expense
reimbursements - Manager of approximately $1,812,000, general and administrative
expenses of approximately $262,000 and minority interest expense of $264,000. We
anticipate  that as we  continue  to  acquire  assets  subject to lease that our
expenses, particularly depreciation and interest, will continue to increase.

Net Loss

     As a result of the foregoing factors, the net loss for the 2006 Quarter was
$3,935,332. The net loss per weighted average number of Additional Member shares
outstanding for the 2006 Quarter was $17.79.

Results of  Operations  for the Nine Months Ended  September 30, 2006 (the "2006
Period")  and for the  Period  from May 6,  2005  (Commencement  of  Operations)
through September 30, 2005 (the "2005 Period")

                                       24
<PAGE>

     Revenue for the 2006 Period and the 2005 Period are summarized as follows:

<TABLE>
<CAPTION>

                                                                  2006             2005            Change
                                                              ------------      -----------      -----------
<S>                                                           <C>               <C>              <C>
 Total revenue                                                $ 46,645,097      $   188,654      $46,456,443
                                                              ============      ===========      ===========

 Rental income                                                $ 41,317,586      $         -      $41,317,586
 Finance income                                               $  2,538,701      $         -      $ 2,538,701
 Income from investment in joint ventures                     $    501,868      $         -      $   501,868
 Net gain on sales of new equipment                           $    442,966      $         -      $   442,966
 Net (loss) gain on sales of leased equipment                 $    288,614      $         -      $   288,614
 Interest and other income                                    $  1,555,362      $   188,654      $ 1,366,708
</TABLE>


     Total  revenue for the 2006 Period was  approximately  $46,645,000  and was
comprised  of rental  income of  approximately  $41,318,000,  finance  income of
approximately   $2,539,000,   income  from  investments  in  joint  ventures  of
approximately  $502,000,  a net  gain on  sales of  equipment  of  approximately
$732,000 and interest and other income of approximately $1,555,000.  Our revenue
was derived from our acquisition of  approximately  1,100 leases effective March
1, 2006, as well as our recent acquisitions of containerships.

     Expenses for the 2006 Period and the 2005 Period are summarized as follows:

<TABLE>
<CAPTION>

                                                                  2006              2005            Change
                                                              ------------      -----------      ------------
<S>                                                           <C>               <C>              <C>
 Total expenses                                               $49,742,954       $   556,418      $49,186,536
                                                              ===========       ===========      ===========

 Depreciation and amortization                                $ 34,177,215      $     1,094      $34,176,121
 Impairment loss                                              $    446,301      $         -      $   446,301
 Interest                                                     $  7,051,141      $         -      $ 7,051,141
 Bad debt expense                                             $     70,015      $         -      $    70,015
 Management fees - Manager                                    $  2,605,705      $         -      $ 2,605,705
 Administrative expense reimbursements -
     Manager and affiliate                                    $  4,335,610      $   529,976      $ 3,805,634
 General and administrative                                   $    527,516      $    25,348      $   502,168
 Minority interest                                            $    529,451      $         -      $   529,451
</TABLE>


     Total expenses for the 2006 Period were approximately  $49,743,000 and were
comprised of depreciation  and  amortization of  approximately  $34,177,000,  an
impairment loss of approximately $446,000, interest of approximately $7,051,000,
bad  debt  expense  of  approximately  $70,000,  management  fees -  Manager  of
approximately  $2,606,000,  administrative  expense  reimbursements - Manager of
approximately  $4,336,000,  general and administrative expenses of approximately
$528,000 and minority interest expense of approximately  $529,000. We anticipate
that as we  continue  to acquire  assets  subject  to lease  that our  expenses,
particularly depreciation and interest, will continue to increase.

Net Loss

     As a result of the foregoing factors,  the net loss for the 2006 Period was
$3,097,857. The net loss per weighted average number of Additional Member shares
outstanding for the 2006 Period was $17.56.

Liquidity and Capital Resources

Sources and Uses of Cash

     At September 30, 2006, we had cash and cash equivalents of $70,295,665. Our
main source of cash is from  financing  activities,  primarily  from the sale of
Additional  Member  shares.  Our main use of cash is for  investing  activities,
particularly investments in leased assets.

                                       25

<PAGE>

     We are currently in our offering  period and during the 2006 Period we sold
132,827  Additional Member shares,  representing  approximately  $132,827,309 of
capital  contributions.   We  paid  and  accrued  various  selling  expenses  of
approximately $15,264,117,  which provided us with net proceeds from the sale of
our member shares of approximately $117,563,192.

     Beginning with the  commencement  of operations,  we have been paying sales
commissions  to  third  parties,  and  various  fees  to the  Manager  and  ICON
Securities Corp. ("ICON Securities"),  an affiliate of our Manager.  These sales
commissions  and fees paid to the Manager and ICON  Securities are recorded as a
reduction of our equity.

     During the 2006 Period,  we paid and accrued sales commissions to unrelated
third  parties  and  paid  and  accrued  various  fees to our  Manager  and ICON
Securities.  During this time period,  we paid and accrued sales  commissions of
$10,615,158  to unrelated  third  parties,  paid and accrued  $2,656,548 to ICON
Securities,  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 $1,992,411 to our Manager, who is entitled to receive a fee for
organization and offering  expenses.  Of these amounts,  $17,485 in underwriting
fees and $13,114 for  organizational  and offering  fees have been accrued as of
September 30, 2006.

     During the period from September 30, 2006 to November 1, 2006, we have sold
an  additional  19,811  member  shares,   representing  $19,810,904  of  capital
contributions.  From May 6, 2005 to November  1, 2006,  we have  admitted  6,369
Additional Members.

     Our other  significant  sources of cash were from proceeds of  non-recourse
notes payable of approximately $33,957,000,  proceeds from sales of equipment of
approximately   $11,287,000   and  net  cash  from   operating   activities   of
approximately $54,774,000.

     Our main use of cash during the 2006 Period was for investing and financing
activities.  We paid approximately  $169,468,000 for equipment subject to lease.
We  also  repaid  approximately   $32,419,000  of  non-recourse  debt  and  paid
distributions to members of approximately $10,829,000.

Financings and Borrowings

     Non-Recourse Notes Payable

     We have  non-recourse  debt at September 30, 2006 of $270,922,919.  Some of
our  non-recourse  debt  consists  of notes  payable  in which the  lender has a
security  interest in the equipment  and an  assignment  of the rental  payments
under the lease.  In that case, the lender is being paid directly by the lessee.
In other cases, we pay the lender.

     Revolving Loan Facility

     On August 31,  2005,  we,  together  with certain of our  affiliates,  ICON
Income  Fund  Eight  B,  L.P.,  Fund  Nine  and  Fund  Ten,  (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 is jointly and
severally liable for all amounts borrowed under the Facility.  Amounts available
under the Facility are 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 8.5% at September 30, 2006).
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.

                                       26

<PAGE>

     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, 2006.  The Agreement
prohibits the Borrowers from declaring or paying any  distributions to investors
if such a payment  would cause the  Borrowers to become  non-compliant  with the
financial covenants in the Agreement.

     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 Borrower 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.  We have established an interest bearing cash account with
the Lender totaling $468,000 at September 30, 2006, which satisfies the Lender's
cash reserve requirement for all the Borrowers.

     At September 30, 2006,  aggregate  borrowings  by all  Borrowers  under the
Facility  amounted  to  $2,340,000,   of  which  we  currently  have  no  amount
outstanding.

     Our Manager believes that with the cash we have currently  available,  cash
being  generated  from our leases and proceeds  from  equipment  sales,  we have
sufficient cash to continue our operations into the foreseeable future. However,
our  ability to  generate  cash in the  future is  subject to general  economic,
financial,  competitive,  regulatory  and other factors that affect our lessees'
businesses that are beyond our control.

Distributions

     We began to pay  monthly  distributions  to our members  starting  with the
first month after the  Additional  Members'  admission  and will continue to pay
such  distributions  until the  termination  of the  operating  period.  We paid
distributions to our Additional  Members of $10,751,360 for the 2006 Period.  We
paid distributions to our Manager of $77,838 for the 2006 Period.

Commitments

     We have a program (the "Program"),  in which lessees may participate,  that
streamlines the process of ordering,  accepting and leasing  equipment under the
lessee's master lease  agreement (the "Master Lease  Agreement") for information
technology   equipment.   The  Program  allows  lessees  to   periodically   and
systematically order equipment either directly from the manufacturer or from us,
acting as a reseller  and  procuring  equipment  for the  lessee,  to meet their
current equipment requirements without having to negotiate a new lease agreement
with us. In order to  participate  in the  Program,  lessees  must meet  certain
credit requirements, as defined in the form agreement governing the terms of the
Program (the "Program  Agreement"),  and may not be in default under the Program
Agreement or the Master Lease Agreement. In advance of each calendar quarter, we
notify the Program participants of the estimated cost of new equipment purchases
available for that participant  during the coming quarter as well as the monthly
rental payment that will be applied to each piece of equipment purchased.  While
the amount of equipment actually purchased rarely meets the pre-approved amount,
it is an indicator of the amount of business  that we  anticipate  entering into
with these lessees in the upcoming  quarter.  At September 30, 2006, the LLC had
approved  approximately  $26,435,000  for  equipment  purchases  during the next
quarter  with lease  terms  commencing  on or before  January 1, 2007,  of which
approximately $13,364,000 was for U.S. lessees, approximately $9,326,000 was for
Canadian lessees and approximately $3,745,000 was for United Kingdom lessees.

                                       27
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     We, like most other companies,  are exposed to certain market risks,  which
include  changes in interest rates and the demand for equipment (and the related
residuals)  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.  There are no other  material  changes to the disclosure
related to these  items  since the filing of our Annual  Report on Form 10-K for
the year ended December 31, 2005.

Item 4. Controls and Procedures

     Evaluation of disclosure controls and procedures

     In connection  with the  preparation of this Quarterly  Report on Form 10-Q
for the period ended September 30, 2006, as well as the financial statements and
Quarterly  Reports on Form 10-Q for the period ended  September 30, 2006 for our
affiliates,  our Manager  carried out an evaluation,  under the  supervision and
with the  participation  of the  management of our Manager,  including its Chief
Executive  Officer and the Principal  Financial and Accounting  Officer,  of the
effectiveness of the design and operation of our Manager's  disclosure  controls
and  procedures as of the end of the period  covered by this report  pursuant to
the Securities Exchange Act of 1934. Based on the foregoing  evaluation,  except
as noted below,  the Chief  Executive  Officer and the  Principal  Financial and
Accounting  Officer  concluded  that  our  Manager's   disclosure  controls  and
procedures were effective.

     While  evaluating our Manager's  disclosure  controls and  procedures,  our
Manager  recognized that greater internal  controls were needed to aid in a more
efficient closing of our financial statements,  thereby requiring our Manager to
hire additional skilled accounting staff to support the senior vice president of
accounting  hired by our  Manager at the end of the third  quarter  of 2004.  In
addition,  our Manager hired two additional accounting staff members during 2005
who are certified  public  accountants and are experienced with public reporting
entities. Subsequently in 2006, our Manager hired an additional accounting staff
member who is a  certified  public  accountant  and is  experienced  with public
reporting  entities.  Our  Manager  will  continue to  evaluate  its  disclosure
controls and procedures to determine their  effectiveness  and adequacy and will
take the steps necessary,  in our Manager's  opinion,  to ensure the adequacy of
our Manager's disclosure controls and procedures.

     In  designing  and  evaluating  our  Manager's   disclosure   controls  and
procedures,  our Manager 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 Manager's  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.

                                       28

<PAGE>

     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 disclosure included in this report.


                           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 1A.  Risk Factors

     Other  than with  respect  to the risk  factor  below,  there  have been no
material  changes from the risk factors  disclosed in "Item 1A. Risk Factors" of
our Annual  Report on Form 10-K for the year ended  December 31, 2005.  The risk
factor  presented  below  should  be read  together  with the risk  factors  and
information disclosed in our Annual Report on Form 10-K.

Because  we will  borrow  to  purchase  equipment,  losses as a result of lessee
defaults may be greater than if debt were not incurred.  Restrictions imposed by
the terms of our indebtedness may limit our financial flexibility.

     Although  we expect to acquire  some of our  investments  for cash,  we are
likely to borrow a  substantial  portion of the purchase  price of our equipment
investments  and there is no limit to the  amount  of debt that may be  incurred
when purchasing  equipment.  While we believe the use of leverage will result in
us being  able to make more  acquisitions  and that each  acquisition  will have
fewer  dollars  at risk  than if  leverage  were not  utilized,  there can be no
assurance that the benefits of greater size and diversification of the portfolio
will offset the heightened risk of loss in an individual lease transaction using
leverage.  With respect to our non-recourse  borrowings,  a lessee default could
force us to make debt  service  payments  so as to  protect  our  investment  in
equipment and prevent us from being subject to repossession.

     We  together  with  certain  of  our  affiliates  (entities  sponsored  and
organized by our Manager), ICON Income Fund Eight B L.P., ICON Income Fund Nine,
LLC and ICON Income Fund Ten,  LLC,  are party to an Agreement  with  California
Bank &  Trust.  The  terms  of our  Agreement  could  restrict  us  from  paying
distributions  to  investors  if  such  payments  would  cause  us  not to be in
compliance with our financial  covenants.  See "Item 2. Manager's Discussion and
Analysis of  Financial  Condition  and  Results of  Operations  - Liquidity  and
Capital Resources."

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

     See "Item 2. Manager's  Discussion and Analysis of Financial  Condition and
Results of Operations - Liquidity and Capital  Resources"  for a description  of
the use of proceeds from our offering.

                                       29
<PAGE>

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 2006
Quarter.

Item 5.  Other Information

     On August 22, 2006, we adopted  Amendment No. 1 to our Amended and Restated
LLC Agreement.

Item 6. Exhibits

     4.1  ICON Leasing Fund Eleven,  LLC Amended and Restated Limited  Liability
          Company Agreement.*

     4.3  Amendment No. 1 to the Amended and Restated Limited  Liability Company
          Agreement. o

     31.1 Section 302 Certification of Chairman and Chief Executive Officer.

     31.2 Section 302 Certification of Chief Operating Officer,  Chief Financial
          Officer 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 Chief Operating Officer,  Chief Financial Officer 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.

     *    Incorporated by reference as Exhibit 4.1 to the Registration Statement
          on Form S-1 (File No. 333-133730) filed May 2, 2006.

     o    Incorporated  by reference as Exhibit 4.3 to the  Quarterly  Report on
          Form 10-Q for the quarter ended June 30, 2006.

                                       30
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the LLC has duly  caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

ICON Leasing Fund Eleven,  LLC File No.  000-51916  (Registrant) by its Manager,
ICON Capital Corp.

Date: November 17, 2006

/s/ Beaufort J.B. Clarke
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)

Date: November 17, 2006

/s/ Thomas W. Martin
Thomas W. Martin
Chief Operating Officer and Chief Financial Officer
(Principal Financial and Accounting Officer)


                                       31
[{"type": "10-Q", "sequence": "1", "filename": "elevenrough.txt", "secsgml_size_bytes": 124816}]
{"company-data": {"conformed-name": "ICON Leasing Fund Eleven, LLC", "cik": "0001312910", "assigned-sic": "7359", "irs-number": "201979428", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-51916", "film-number": "061224782"}, "business-address": {"street1": "100 FIFTH AVENUE", "street2": "TENTH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10011", "phone": "2124184700"}, "mail-address": {"street1": "100 FIFTH AVENUE", "street2": "TENTH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10011"}}
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, 2006
                       ---------------------------------------------------------

[ ] 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               000-51916
                       ---------------------------------------------------------

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

            Delaware                                             20-1979428
-------------------------------------------------------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)

 100 Fifth Avenue, 4th Floor, 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 a large  accelerated  filer, an
accelerated  filer or a  non-accelerated  filer.  See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the  Exchange  Act.  Large
accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [x]

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

Number of  outstanding  limited  liability  company  shares of the registrant on
October 31, 2006 is 259,737.
ICON Leasing Fund Eleven, LLC
                                Table of Contents

PART I - FINANCIAL INFORMATION                                                            Page

     Item 1.  Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets at September 30, 2006 (Unaudited)
         and December 31, 2005                                                              1

         Condensed Consolidated Statement of Operations for the Three and Nine Months
           Ended September 30, 2006 and the Period From May 6, 2005 (Commencement of
           Operations) Through September 30, 2005 (Unaudited)                               3

         Condensed Consolidated Statement of Changes in Members' Equity for the
           Nine Months Ended September 30, 2006 (Unaudited)                                 4

         Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
           September 30, 2006 and the Period From May 6, 2005 (Commencement of
           Operations) Through September 30, 2005 (Unaudited)                               5

         Notes to Condensed Consolidated Financial Statements (Unaudited)                   7

     Item 2. Manager's Discussion and Analysis of Financial Condition and
              Results of Operations                                                        21

     Item 3. Quantitative and Qualitative Disclosures About Market Risk                    28

     Item 4. Controls and Procedures                                                       28

PART II - OTHER INFORMATION

     Item 1. Legal Proceedings                                                             29

     Item 1A.   Risk Factors                                                               29

     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                   29

     Item 3. Defaults Upon Senior Securities                                               30

     Item 4. Submission of Matters to a Vote of Security Holders                           30

     Item 5. Other Information                                                             30

     Item 6. Exhibits                                                                      30

     Signatures                                                                            31
PART I - FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                      Condensed Consolidated Balance Sheets

                                     ASSETS

                                                                    (Unaudited)
                                                   September 30,    December 31,
                                                        2006            2005
                                                    ------------    ------------
 Cash and cash equivalents                           $70,295,665     $71,449,920
                                                   -------------     -----------

 Investments in finance leases:
      Minimum rents receivable                        72,509,426               -
      Estimated unguaranteed residual values           3,987,676               -
      Initial direct costs, net                        2,551,222               -
      Unearned income                                 (9,639,665)              -
                                                   -------------     -----------

 Net investments in finance leases                    69,408,659               -
                                                   -------------     -----------

 Investments in operating leases:
      Equipment, at cost                             373,063,373               -
      Accumulated depeciation                        (32,839,815)              -
                                                   -------------     -----------

 Net investments in operating leases                 340,223,558               -
                                                   -------------     -----------

 Investments in joint ventures                         9,942,273      16,084,960

 Equipment held for sale or lease                      8,414,103               -

 Rents receivable (net of allowance
      for doubtful accounts of $70,015)                3,591,574               -
 Restricted cash                                       1,986,012         909,185
 Other assets, net                                     1,022,362       3,257,636
                                                   -------------     -----------

      Total assets                                 $ 504,884,206     $91,701,701
                                                   =============     ===========

See accompanying notes to condensed consolidated financial statements.

                                       1
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                      Condensed Consolidated Balance Sheets

                         LIABILITIES AND MEMBERS' EQUITY
(Unaudited)
                                                                               September 30,     December 31,
                                                                                   2006             2005
                                                                                ------------     ------------
Notes payable - non-recourse                                                   $270,922,919     $          -
 Accounts payable and other liabilities                                            2,166,211          844,058
 Deferred rental income                                                            8,347,401                -
 Leasing payables and other lease liabilities                                     19,262,905                -
 Due to Manager and affiliates, net                                                  402,047          602,377
 Distributions payable                                                               160,313                -
 Minority interest                                                                 8,762,589                -
                                                                                ------------     ------------

      Total liabilities                                                          310,024,385        1,446,435
                                                                                ------------     ------------

 Commitments and contingencies

 Members' equity:
      Manager (one share outstanding, $1,000 per share original
         issue price)                                                               (170,053)         (28,876)
      Additional Members (239,926 and 107,099 shares outstanding,
         $1,000 per share original issue price)                                  193,902,669       90,318,028
      Accumulated other comprehensive loss                                         1,127,205          (33,886)
                                                                                ------------     ------------

 Total members' equity                                                           194,859,821       90,255,266
                                                                                ------------     ------------

 Total liabilities and members' equity                                          $504,884,206     $ 91,701,701
                                                                                ============     ============
See accompanying notes to condensed consolidated financial statements.
2
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)
For the Period
                                                                                                        from May 6,
                                                                                                           2005
                                                                                    Nine Months       (Commencement of
                                                         Three Months Ended            Ended             Operations)
                                                           September 30,            September 30,      to September 30,
                                                        2006             2005           2006                2005
                                                      -----------     ---------     -----------          ---------
 Revenue:
Rental income                                   $23,013,318     $       -     $41,317,586          $       -
      Finance income                                    1,150,699             -       2,538,701                  -
      Income from investments in joint ventures           120,643             -         501,868                  -
      Net gain on sales of new equipment (net of
      cost of sales of $2,733,138 and $7,822,580
      for the three and nine months ended
      September 30, 2006)                                 162,349             -         442,966                  -
      Net (loss) gain on sales of leased
      equipment                                          (132,908)            -         288,614                  -
      Interest and other income                           384,782       186,358       1,555,362            188,654
                                                      -----------     ---------     -----------          ---------

         Total revenue                                 24,698,883       186,358      46,645,097            188,654
                                                      -----------     ---------     -----------          ---------

 Expenses:
      Depreciation and amortization                    19,059,640         1,094      34,177,215              1,094
      Impairment loss                                     446,301             -         446,301                  -
      Interest                                          5,269,459             -       7,051,141                  -
      Bad debt expense                                          -             -          70,015                  -
      Management fees - Manager                         1,520,291             -       2,605,705                  -
      Administrative expense reimbursements -
         Manager and affiliate                          1,811,745       407,772       4,335,610            529,976
      General and administrative                          262,356        25,188         527,516             25,348
      Minority interest                                   264,423             -         529,451                  -
                                                      -----------     ---------     -----------          ---------

         Total expenses                                28,634,215       434,054      49,742,954            556,418
                                                      -----------     ---------     -----------          ---------

 Net loss                                             $(3,935,332)    $(247,696)    $(3,097,857)         $(367,764)
                                                      ===========     ==========    ===========          =========

 Net loss allocable to:
      Additional Members                              $(3,895,979)    $(245,219)    $(3,066,878)         $(364,086)
      Manager                                             (39,353)       (2,477)        (30,979)            (3,678)
                                                      -----------     ---------     -----------          ---------

                                                      $(3,935,332)    $(247,696)    $(3,097,857)         $(367,764)
                                                      ===========     =========     ===========          =========

 Weighted average number of additional
      member shares outstanding                           218,980        44,120         174,685             30,247
                                                      ===========     =========     ===========          =========

 Net loss per weighted average
      additional member share outstanding             $    (17.79)    $   (5.56)    $    (17.56)         $  (12.04)
                                                      ===========     =========     ===========          =========
See accompanying notes to condensed consolidated financial statements.

                                       3
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
         Condensed Consolidated Statement of Changes in Members' Equity
                      Nine Months Ended September 30, 2006
                                   (Unaudited)
Accumulated
                                                                                           Other
                                          Additional      Additional      Managing     Comprehensive
                                         Member Shares      Members        Member         Loss            Total
                                         ------------     ------------    ---------    -------------- ------------
Balance, January 1, 2006                   107,099        $90,318,028     $(28,876)   $   (33,886)   $ 90,255,266

 Proceeds from issuance of additional
      members shares                        132,827        132,827,309            -              -     132,827,309

 Sales and offering expenses                      -        (15,264,117)           -              -     (15,264,117)
 Cash distributions paid or accrued
      to members                                  -        (10,911,673)    (110,198)             -     (11,021,871)
 Change in valuation of interest rate
      swap contracts                              -                  -            -     (1,098,720)     (1,098,720)
 Change in valuation of warrants
      held by joint venture                       -                  -            -        543,803         543,803
 Foreign exchange translation adjustments
      of joint ventures                           -                  -            -      1,716,008       1,716,008
 Net loss                                         -         (3,066,878)     (30,979)             -      (3,097,857)
                                            -------       ------------    ---------    -----------     -----------

 Balance, September 30, 2006                239,926       $193,902,669    $(170,053)   $ 1,127,205    $194,859,821
                                            =======       ============    =========    ===========     ===========
See accompanying notes to condensed consolidated financial statements.

                                       4
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
For the Period
                                                                                         from May 6,
                                                                                            2005
                                                                                       (Commencement of
                                                                       Nine Months       Operations)
                                                                    Ended September 30,  to September 30,
                                                                          2006               2005
                                                                      -------------    ---------------
 Cash flows from operating activities:
Net loss                                                        $  (3,097,857)          (367,764)
 Adjustments to reconcile net loss to net cash provided
      by operating activities:
         Rental income paid directly to lenders by lessees               (2,317,981)                 -
         Finance income                                                  (2,538,701)                 -
         Income from investments in joint ventures                         (501,868)                 -
         Net gain on sales of equipment                                    (731,580)                 -
         Depreciation and amortization                                   34,177,215               1,094
         Impairment loss                                                    446,301                  -
         Interest expense paid directly to lenders by lessees               384,248                  -
         Bad debt expense                                                    70,015                  -
         Changes in fair market value of interest rate swap contract      1,246,899                  -
         Minority interest                                                  529,451                  -
      Changes in operating assets and liabilities:
         Collection of principal - non-financed receivables              12,913,259                  -
         Rents receivable                                                 1,758,241                  -
         Other assets, net                                                 (954,172)                 -
         Payables, deferred rental income and other liabilities          13,671,100                  -
         Due to Manager and affiliates, net                                (280,306)           497,669
                                                                      -------------         ----------
 Net cash provided by operating activities                               54,774,264            130,999
                                                                      -------------         ----------

 Cash flows from investing activities:
      Investments in leased assets, net of cash received               (169,468,315)                 -
      Proceeds from sales of equipment                                   11,286,921                  -
      Restricted cash deposits                                           (1,076,827)                 -
      Cash acquired in investment in joint venture                            1,602                  -
      Investments in joint ventures                                      (4,599,984)                 -
      Distributions received from joint ventures                             135,080                 -
                                                                      -------------         ----------

 Net cash used in investing activities                                 (163,721,523)                 -
                                                                      -------------         ----------

 Cash flows from financing activities:
      Proceeds from notes payable - non-recourse                         33,956,911                  -
      Repayments of notes payable - non-recourse                        (32,418,991)                 -
      Issuance of additional member shares, net of
         sales and offering expenses paid                               117,563,192         62,463,772
      Additional member refunds                                                   -             (1,000)
      Oher assets, net                                                            -            (26,250)
      Increase in restricted cash                                                 -         (2,094,209)
      Due to Manager and affiliates, net                                    (19,097)                  -
      Cash distributions to members                                     (10,829,198)          (830,228)
      Distributions to minority interest holders                         (1,509,546)                 -
                                                                      -------------         ----------

 Net cash provided by financing activities                              106,743,271         59,512,085
                                                                      -------------         ----------
 Effects of exchange rates on cash and cash equivalents                   1,049,733                  -
                                                                      -------------         ----------

 Net (decrease) increase in cash and cash equivalents                    (1,154,255)        59,643,084
 Cash and cash equivalents, beginning of the period                      71,449,920              2,000
                                                                      -------------         ----------

 Cash and cash equivalents, end of the period                         $  70,295,665        $59,645,084
                                                                      =============        ===========
See accompanying notes to condensed consolidated financial statements.

                                       5
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
For the Period
                                                                                                        from May 6, 2005
                                                                                                        (Commencement of
                                                                                     Nine Months          Operations)
                                                                                   Ended September 30,  to September 30,
                                                                                        2006                 2005
                                                                                   -------------          -----------

 Supplemental disclosure of cash flow information:
Cash paid during the period for interest                                     $   5,419,994          $         -
                                                                                   =============          ===========

 Supplemental disclosure of non-cash investing and financing activities:
      Non-cash portion of equipment purchased with non-recourse debt               $ 271,698,228          $         -
                                                                                   =============          ===========

 Principal and interest on non-recourse notes payable
      paid directly to lenders by lessees                                          $   2,697,477          $         -
                                                                                   =============          ===========

 Transfer from other assets to investments in leased assets                        $   2,828,287          $         -
                                                                                   =============          ===========

 Transfer from investments in joint ventures to investments in leased assets       $   7,695,494          $         -
                                                                                   =============          ===========

See accompanying notes to condensed consolidated financial statements.

                                       6
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

(1)    Basis of Presentation and Consolidation

     The  accompanying  condensed  consolidated  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  Quarterly  Reports  on  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 the Manager,  all adjustments
(consisting only of normal recurring accruals)  considered  necessary for a fair
presentation  have  been  included.   These  condensed   consolidated  financial
statements  should be read together with the consolidated  financial  statements
and notes  included in the LLC's  Annual  Report on Form 10-K for the year ended
December  31,  2005.  The  results for the  interim  period are not  necessarily
indicative of the results for the full year.

     The condensed consolidated financial statements include the accounts of the
LLC  and  its  majority  owned  subsidiaries.   All  intercompany  accounts  and
transactions have been eliminated in consolidation.

     The LLC accounts for its  noncontrolling  interests in joint ventures where
the LLC has influence on financial and operational  matters,  generally  greater
than 5% but less  than 50%  ownership  interest,  under  the  equity  method  of
accounting.  In such cases, the LLC's original  investments are recorded at cost
and  adjusted  for its share of  earnings,  losses  and  distributions.  The LLC
accounts  for  investments  in joint  ventures  where the LLC has  virtually  no
influence  over  financial  and  operational  matters  using the cost  method of
accounting.  In such cases, the LLC's original  investments are recorded at cost
and any  distributions  received  are recorded to  operations.  All of the LLC's
investments in joint ventures are subject to its impairment review policies.

     In joint ventures  where the LLC's  ownership  interest is majority  owned,
minority  interest  represents the minority owner's  proportionate  share of its
equity in the joint venture.  The minority interest is adjusted for the minority
owner's share of the earnings, losses and distributions of the joint venture.

(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.  Additional  Members  represent  all members other than the
Manager.  The LLC is engaged in one business segment, the business of purchasing
equipment and leasing it to third-party end users,  acquiring  equipment subject
to lease and, to a lesser extent,  acquiring ownership rights to items of leased
equipment  at  lease  expiration.  From  time-to-time,  the LLC  also  purchases
equipment and sells it to its leasing  customers.  The LLC will  continue  until
December 31, 2024, unless terminated sooner.

     The Manager of the LLC is ICON Capital Corp. (the "Manager"), a Connecticut
corporation.  The  Manager  manages and  controls  the LLC's  business  affairs,
including,  but not limited to, the 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% interest in the profits, losses,
cash distributions and liquidation proceeds of the LLC.
7
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

(2)    Organization - continued

     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 share from an officer of the Manager.  The LLC  subsequently
redeemed the $1,000 for the share to the officer of the Manager.

     The LLC originally  intended to offer up to  $200,000,000  of equity to its
members.  On March 8, 2006,  the LLC  commenced  a consent  solicitation  of its
members to amend and restate the LLC  Agreement in order to increase the maximum
offering  amount  from up to  $200,000,000  to up to  $375,000,000.  The consent
solicitation  was  completed  on April  21,  2006  with the  requisite  consents
received  from its  members,  and the LLC  executed an Amended and  Restated LLC
Agreement  (the  "Amended  LLC  Agreement").  The LLC  filed a new  registration
statement  (the  "New   Registration   Statement")   for  up  to  an  additional
$175,000,000  of member shares with the Securities and Exchange  Commission (the
"SEC") on May 2, 2006. The New Registration  Statement was declared effective by
the SEC on July 3, 2006 and the LLC  commenced  the  offering of the  additional
175,000 member shares thereafter.

     The  LLC  had  its  initial  closing  on  May  6,  2005  ("Commencement  of
Operations") with the initial sale of member shares.  Through December 31, 2005,
the LLC  sold  107,099  member  shares,  representing  $107,098,773  of  capital
contributions.  From January 1, 2006 through September 30, 2006, the LLC sold an
additional   132,827  member  shares,   representing   $132,827,309  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. ("ICON Securities"), a wholly-owned subsidiary
of the  Manager.  These sales  commissions  and fees paid to the Manager and its
affiliate are recorded as a reduction to the LLC's equity.

     Members'   capital   accounts  are  increased  for  their  initial  capital
contribution plus their  proportionate  share of earnings and decreased by their
proportionate  share  of  losses  and  distributions.   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 year  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.

(3)      Summary of Significant Accounting Policies

Investment in Operating Leases

     Investments  in  operating  leases  are  stated  at cost  less  accumulated
depreciation.  Depreciation is being provided for using the straight-line method
over the term of the related equipment lease to its estimated  residual value at
lease end. Upon the final  disposition  of the  equipment,  the cost and related
accumulated depreciation are removed from the accounts and the resulting gain or
loss is reflected in the consolidated statement of operations.

                                        8
(3)    Summary of Significant Accounting Policies - continued

Equipment Held for Sale or Lease

     Equipment held for sale or lease includes  equipment  recently purchased on
behalf of a lessee  for whom the lease  term has not yet  commenced,  as well as
equipment  previously  leased to end users  which has been  returned  to the LLC
following lease expiration.  Equipment held for sale or lease is recorded at the
lower of cost or estimated fair market value, less anticipated costs to sell.

Revenue Recognition

     The LLC leases  equipment  to third  parties,  which may be  classified  as
either finance leases or operating leases, as determined based upon the terms of
each lease.  Initial direct costs are capitalized and amortized over the term of
the related lease for finance leases.  For operating leases,  the initial direct
costs are included as a component of the cost of the equipment and depreciated.

     For finance leases, the LLC records, at lease inception,  the total minimum
lease payments receivable from the lessee, the estimated  unguaranteed  residual
value of the equipment at lease termination, the initial direct costs related to
the lease and the  related  unearned  income.  Unearned  income  represents  the
difference  between the sum of the minimum lease  payments  receivable  plus the
estimated  unguaranteed  residual value minus the cost of the leased  equipment.
Unearned income is recognized as finance income over the term of the lease using
the effective interest rate method.

     Revenues from operating leases are recognized on a straight line basis over
the  lives  of the  related  leases.  Billed  and  uncollected  operating  lease
receivables  are included in rents  receivable.  Deferred  rental  income is the
difference  between the timing of the cash payments and the income recognized on
a straight line basis.

     The LLC sells new equipment to its existing lessees and recognizes  revenue
on sales when it is realized or realizable and earned. The LLC considers revenue
realized  or  realizable  and  earned  when  it has  persuasive  evidence  of an
arrangement, delivery has occurred, the sales price is fixed or determinable and
collectibility is reasonably assured.

Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally  accepted  in the United  States of America  requires  the
Manager to make estimates and  assumptions  that affect the reported  amounts of
assets and liabilities  and the disclosure of contingent  assets and liabilities
as of the date of the financial  statements and the reported amounts of revenues
and  expenses  during the  reporting  period.  Significant  estimates  primarily
include the  determination  of  allowance  for doubtful  accounts,  the value of
unguaranteed  residual  values,  depreciation  and  amortization  and impairment
losses. Actual results could differ from those estimates.

(4)    Acquisition of Leasing Portfolio

     On March 7, 2006,  the LLC  acquired  substantially  the  entire  equipment
leasing  portfolio (the "Leasing  Portfolio") of Clearlink  Capital  Corporation
("Clearlink"),  a financial  services  provider based in  Mississauga,  Ontario,
Canada.  At the time of the  acquisition,  the Leasing  Portfolio  consisted  of
approximately   1,100   equipment   schedules   originated  by  Clearlink   with
predominantly  large,  investment grade quality lessees and was comprised mainly
of information technology and technology-related  equipment,  including personal
computers and client/server equipment that perform

                                       9
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

(4)    Acquisition of Leasing Portfolio - continued

business-related  functions such as database inquiries. This equipment is leased
in both the United  States of America  (approximately  20 separate  lessees) and
Canada (approximately 90 separate lessees). The Leasing Portfolio had a weighted
average  remaining  lease  term  of  approximately  18  months  at the  time  of
acquisition.

     The Leasing  Portfolio,  which was acquired  effective as of March 1, 2006,
was acquired by the LLC from the Manager and ICON Canada, Inc. for approximately
$144,591,000 (CAD $166,000,000),  which included a cash payment of approximately
$49,361,000  and the  assumption  of  non-recourse  debt and  other  assets  and
liabilities related to the Leasing Portfolio of approximately  $95,230,000.  The
Manager was paid an acquisition  fee of  approximately  $4,400,000 in connection
with this transaction.

     The  LLC  assumed  non-recourse  debt  as  part  of the  Leasing  Portfolio
acquisition.  The non-recourse debt accrues interest at rates ranging from 4.05%
per year to 8.05% per year and matures at various dates through  January 2012. A
significant portion of the Leasing Portfolio is financed with non-recourse debt.
The rental  payments  received  from the lessees  generally  match the repayment
terms of the related  non-recourse  debt and the leased  equipment  is generally
pledged as collateral for the non-recourse debt.

     At September 30, 2006, the LLC recorded an impairment loss of approximately
$446,000 on its  operating  leases due to third party sales during  October 2006
which  indicate  that the fair market  value of this  equipment is less than its
book value.

     During  the three  months  ended  September  30,  2006,  the LLC  purchased
approximately $17,200,000 of new equipment.

(5) Investments in Finance Leases

     As  part  of  the  Leasing  Portfolio,   the  LLC  acquired   approximately
$26,141,000 of equipment held for sale or lease.  Of this amount,  approximately
$19,674,000  related to one finance  lease which  commenced  effective  April 1,
2006. The LLC is receiving annual rental payments on this lease of approximately
CAD $2,500,000  (USD  $2,200,000 at September 30, 2006) through August 31, 2015.
Additionally, the LLC assumed liabilities related to this lease of approximately
CAD $14,500,000 (USD $13,000,000 at September 30, 2006),  which is classified as
leasing payables in the accompanying condensed consolidated balance sheet. These
liabilities  will  be  paid  by  the  LLC  in  equal  monthly   installments  of
approximately  CAD $129,167 (USD $116,000 at September 30, 2006) through  August
2015.

     Non-cancelable  annual minimum rents receivable due from the finance leases
in the Leasing Portfolio are as follows at September 30, 2006:

   Year ending
   September 30,
   -------------

        2007                 25,066,766
        2008                 19,130,616
        2009                 11,261,968
        2010                  5,503,164
        2011                  3,038,502

                                       10
(6)    Investments in Operating Leases

     On June 21,  2006,  the LLC,  through its wholly  owned  subsidiaries  ICON
European  Container,  LLC ("EC I") and ICON European Container II, LLC ("EC II,"
and together with EC I, the "ZIM Purchasers"),  acquired four container vessels,
the M/V ZIM America  and the M/V ZIM Japan  (owned by EC I) and the M/V ZIM Hong
Kong and the M/V ZIM Israel (owned by EC II) (collectively,  the "ZIM Vessels"),
from Old Course  Investments LLC ("Old Course").  The ZIM Vessels are subject to
bareboat  charters  with ZIM  Integrated  Shipping  Services Ltd.  ("ZIM").  The
bareboat charters expire in November 2010 and January 2011, respectively.

     The purchase price was approximately $145,773,000,  comprised of (i) a cash
payment of  approximately  $35,876,000,  (ii) the  assumption  of  approximately
$93,325,000 of non-recourse indebtedness under a secured loan agreement with HSH
Nordbank AG (the "HSH Loan Agreement") and (iii) the assumption of approximately
$12,000,000 of non-recourse indebtedness,  secured by a second priority mortgage
over the ZIM  Vessels  in  favor  of ZIM.  The  obligations  under  the HSH Loan
Agreement  are secured by a first  priority  mortgage  over the ZIM Vessels (See
Note 8 for more  information  about  the  debt  obligations).  The LLC  incurred
professional  fees of approximately  $336,000 and paid or accrued to the Manager
an acquisition fee of  approximately  $4,236,000  relating to this  transaction.
These fees were capitalized as part of the acquisition cost of the ZIM Vessels.

     The ZIM Vessels are owned by two Norwegian limited  partnerships,  European
Container KS and European  Container KS II  (collectively,  the "KS Companies").
The  acquisition of the ZIM Vessels was  consummated by the LLC acquiring all of
Old  Course's  right,  title  and  interest  in and to  all  of the  issued  and
outstanding  shares  (the  "AS  Shares")  of  two  Norwegian  limited  liability
companies, European Container AS and European Container AS II (collectively, the
"AS Companies") and all of Old Course's and the AS Companies'  right,  title and
interest  in  and  to all of the  issued  and  outstanding  limited  partnership
interests (the "KS Shares," and collectively  with the AS Shares,  the "Shares")
of the KS Companies.  The  acquisition  of the ZIM Vessels has been treated as a
purchase  of  assets,  which  is  consistent  with  industry  practices,  as the
historical  operating data for the vessels is not reviewed nor is it material to
the LLC's decision to make such acquisition.

     In  connection  with the  acquisition  of the ZIM  Vessels,  a  controlling
affiliate of Old Course issued a Guaranty for the benefit of the ZIM Purchasers,
dated June 21,  2006,  guaranteeing  the  obligations  of Old  Course  under the
purchase and sale  agreement  (the "PSA") and Old Course and the ZIM  Purchasers
entered into an Escrow  Agreement to secure the  indemnification  obligations of
Old Course  under the PSA.  Pursuant to the terms and  conditions  of the Escrow
Agreement,  Old Course  deposited into escrow the sum of $2,000,000 in cash (the
"Escrow  Amount"),  of which 50% will be released to Old Course if no claims are
made prior to the six month  anniversary of the closing of the acquisition;  the
balance  will  be  released  on the  first  anniversary  of the  closing  of the
acquisition if no claims are made within such time period.

     On June 16,  2006,  the LLC,  through its wholly  owned  subsidiaries  ICON
Doubtless,  LLC, ICON Faithful,  LLC, ICON Spotless, LLC, and ICON Vanguard, LLC
(collectively,  the "Companies"),  acquired four product carrying vessels named:
the M/T  Doubtless,  the M/T Faithful,  the M/T  Spotless,  and the M/T Vanguard
(collectively,  the "Tankers") from subsidiaries of Oceanbulk Maritime, S.A. The
Companies  acquired the Tankers directly,  except for ICON Vanguard,  LLC, which
acquired the M/T Vanguard  through its wholly owned  Cypriot  subsidiary  Isomar
Marine Company Limited ("Isomar" and,  together with the Companies,  the "Tanker
Purchasers").

     The  Tankers  are subject to bareboat  charters  with  subsidiaries  of TOP
Tankers,  Inc. ("Top Tankers").  The bareboat  charters expire in February 2011.
The purchase price for the Tankers was

                                       11
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

(6)      Investments in Operating Leases - continued

approximately $116,319,000,  comprised of (i) approximately $22,650,000 in cash,
(ii) the assumption of  approximately  $80,000,000 of senior  non-recourse  debt
obligations  and (iii) the  assumption of  approximately  $10,000,000  of junior
non-recourse  debt obligations  (See Note 8 for more information  about the debt
obligations).  The LLC incurred professional fees of approximately  $290,000 and
paid or accrued to the Manager an acquisition  fee of  approximately  $3,379,000
relating  to these  transactions.  These  fees were  capitalized  as part of the
acquisition cost of the Tankers.

     Aggregate  minimum  future  rentals  receivable  from  each  of  the  LLC's
non-cancelable leases consist of the following at September 30, 2006:

   Year Ending
   September 30,
   -------------

       2007         $  74,056,438
       2008         $  55,494,795
       2009         $  42,960,541
       2010         $  37,913,478
       2011         $  11,870,511

(7)    Joint Ventures

     The joint venture described below is majority owned and consolidated by the
LLC.

ICON Global Crossing, LLC

     On November 17, 2005, the LLC, along with ICON Income Fund Eight A L.P. and
ICON Income Fund Ten, LLC ("Fund Ten"),  both affiliates of the Manager,  formed
ICON Global  Crossing,  LLC ("ICON Global  Crossing"),  with original  ownership
interests of approximately 44%, 12% and 44%, respectively.  ICON Global Crossing
purchased  state-of-the-art  telecommunications  equipment  on lease  to  Global
Crossing  Telecommunications,  Inc. ("Global Crossing").  On March 31, 2006, the
LLC  made  an  additional  capital  contribution  to  ICON  Global  Crossing  of
$7,733,176,  which changed the ownership interests to approximately 61.4%, 8.0 %
and 30.6%, respectively.  Accordingly, the LLC consolidated the balance sheet of
ICON  Global  Crossing  at  March  31,  2006 and  consolidated  its  results  of
operations beginning April 1, 2006.

     During   February   and  March  2006,   ICON  Global   Crossing   purchased
approximately  $22,113,000 of equipment  (including  initial direct costs in the
form of legal fees of  approximately  $157,000) on lease to Global  Crossing and
during April 2006 purchased approximately  $3,165,000 of additional equipment on
lease with Global  Crossing.  The base lease term of the lease is for 48 months,
and began on April 1, 2006.  The LLC paid an  acquisition  fee to the Manager of
approximately  $232,000  relating to the additional  capital  contribution  made
during March 2006.

     The equipment on lease to Global Crossing is classified as an investment in
operating leases in the accompanying condensed consolidated balance sheet.

     The two joint ventures  described below are not consolidated by the LLC and
are accounted for under the equity method.

                                       12
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

(7)    Joint Ventures - continued

ICON AEROTV, LLC

     On December 22, 2005, the LLC and Fund Ten formed ICON AEROTV, LLC ("AEROTV
LLC")  and  each  contributed  approximately  $2,776,000  for  a  50%  ownership
interest.  During February 2006, AEROTV LLC purchased  approximately $794,000 of
equipment on lease to AeroTV Ltd. with a lease term that expires on December 31,
2007.  During  March  2006,  AEROTV  LLC  purchased  approximately  $192,000  of
additional  equipment on lease to AeroTV Ltd.  with a lease term that expires on
June 30, 2008.

     On August 3, 2006, AEROTV LLC agreed to purchase  approximately $844,000 of
additional  equipment on lease to AeroTV Ltd.  with a lease term that expires on
June 30, 2008. On August 17, 2006, AEROTV LLC paid approximately $371,000 of the
agreed upon purchase price of $844,000 and agreed to pay the remaining  $473,000
conditioned upon AeroTV Ltd.  installing the leased  equipment.  As of September
30, 2006, the equipment installation has not been completed.  AeroTV Ltd., which
is based in the United Kingdom,  is a provider of on-board digital  audio/visual
systems  for  airlines,  rail  and  coach  operators.  The LLC paid  $83,630  in
acquisition fees to the Manager,  which were capitalized to other assets and are
being amortized to operations over the corresponding lease terms.

ICON EAM, LLC

     On November 9, 2005,  the LLC and Fund Ten formed ICON EAM, LLC ("EAM LLC")
and  each  contributed  approximately  $5,620,000  in cash  for a 50%  ownership
interest.  EAM LLC will purchase  industrial  gas meters and  accompanying  data
gathering  equipment  that  will be  subject  to a lease  with EAM  Assets  Ltd.
("Assets  Ltd.")  which  expires in 2013.  Assets Ltd. is a meter asset  manager
whose business is maintaining  industrial gas meters in the United  Kingdom.  At
September  30,  2006,  the cash  contributions  were held in an  escrow  account
pending the equipment purchase.

     On March 9, 2006, in accordance  with the lease agreement with Assets Ltd.,
the  shareholders  of Energy Asset  Management plc, the parent company of Assets
Ltd.,  approved the issuance of warrants to EAM LLC to acquire  7,403,051 shares
of Energy  Asset  Management  plc's  stock.  On March 9, 2006,  the  Manager had
estimated  the  value of the  warrants  to be zero in part  since  Energy  Asset
Management plc was privately held with no current market for its shares.  Energy
Asset  Management  plc  subsequently  completed a  reverse-merger  with a United
Kingdom  public  company.  The  warrants  are  exercisable  for five years after
issuance and have a strike price of  (pound)1.50.  EAM LLC has classified  these
warrants as available for sale  securities and any  unrealized  gains and losses
during  the period  are  reflected  in other  comprehensive  income,  which is a
component of members'  equity of EAM LLC.  Realized  gains and losses during the
year are reflected in the statement of  operations.  At September 30, 2006,  the
Manager has determined,  based upon the Black-Scholes option pricing model, that
the fair value of these warrants is  approximately  $1,088,000.  The assumptions
used for the  Black-Scholes  option pricing model were as follows:  strike price
(pound)1.50, share price (pound)1.00, estimated holding period of two years from
March 9, 2006, a volatility of 37.5%, and a risk free interest rate of 5.0%.

(8)    Notes Payable - Non-Recourse

         ZIM Vessels

     In connection  with the acquisition of the ZIM Vessels (See Note 6 for more
information about the acquisition), the LLC assumed approximately $93,325,000 of
a senior non-recourse debt obligation

                                       13
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

(8)      Notes Payable - Non-Recourse - continued

under the HSH Loan  Agreement.  Pursuant to the terms of the HSH Loan Agreement,
there are two separate portions to the senior non-recourse debt obligation,  (i)
approximately  $43,600,000  was for the acquisition of the M/V ZIM Japan and M/V
ZIM America and (ii)  approximately  $49,725,000  was for the acquisition of the
M/V ZIM Hong  Kong and M/V ZIM  Israel.  HSH  Nordbank  AG has a first  priority
security interest in the ZIM Vessels. The KS Companies are jointly and severally
liable for the obligations under the HSH Loan Agreement.

     The  portion of the senior  non-recourse  debt  obligation  relating to the
acquisition  of the M/V ZIM Japan and M/V ZIM America  matures on  November  18,
2010 and accrues  interest at the London  Interbank  Offered Rate ("LIBOR") plus
1.25% per year. This portion of the senior non-recourse debt obligation requires
quarterly  principal  payments of $1,900,000  through November 2006,  $1,800,000
through November 2007 and $1,600,000  through August 2010. On November 12, 2010,
a balloon payment of approximately  $12,500,000 is due and payable. The LLC may,
at its  discretion,  make  periodic  prepayments  of the  outstanding  principal
balance without  penalty.  On August 18, 2006, the LLC paid $900,000,  which was
applied  against  the  outstanding  principal  balance  and  reduced the balloon
payment due on the maturity date.

     The  portion of the senior  non-recourse  debt  obligation  relating to the
acquisition  of the M/V ZIM Hong Kong and M/V ZIM Israel  matures on January 27,
2011 and  accrues  interest  at LIBOR plus 1.25% per year.  This  portion of the
senior  non-recourse debt obligation  requires  quarterly  principal payments of
$1,950,000   through  February  2007,   $1,900,000  through  February  2008  and
$1,775,000  through  November  2010.  On January 27, 2011, a balloon  payment of
approximately  $14,900,000 is due and payable.  The LLC may, at its  discretion,
make periodic prepayments of the outstanding  principal balance without penalty.
On  August  3,  2006,  the LLC paid  $75,000,  which  was  applied  against  the
outstanding  principal  balance  and  reduced  the  balloon  payment  due on the
maturity date.

     As part  of the  acquisition  of the ZIM  Vessels,  the LLC  assumed  three
interest  rate  swap   contracts.   These  interest  rate  swap  contracts  were
established  in  order  to  fix  the  variable  interest  rates  on  the  senior
non-recourse   debt   obligation   and  minimize  the  risk  for  interest  rate
fluctuations.  Two of the  interest  rate  swap  contracts  hedge  the  variable
interest  rate  on the  $43,600,000  portion  of the  senior  non-recourse  debt
obligation relating to the acquisition of the M/V ZIM Japan and M/V ZIM America.
These two interest rate swap contracts have notional  amounts of $11,250,000 and
$36,150,000,  respectively, and have fixed interest rates of 5.41% and 5.97% per
year,  respectively.  The third interest rate swap contract  hedges the variable
interest  rate  on the  $49,725,000  portion  of the  senior  non-recourse  debt
obligation  relating  to the  acquisition  of the M/V ZIM Hong  Kong and M/V ZIM
Israel.  This interest rate swap contract has a notional  amount of  $49,725,000
and has a fixed  interest rate of 5.99% per year.  The LLC accounts for its swap
contracts  as fair value  hedges in  accordance  with SFAS 133, as amended,  and
recorded the fair value of the swap  contracts  at June 21, 2006 and  recognizes
the  periodic  change in the fair  value of the  interest  rate  swap  contracts
through the statement of operations. Due to the non-recourse debt prepayments in
August 2006, a portion of the swap contracts was  determined to be  ineffective,
the amount of which was not  material to our  condensed  consolidated  financial
statements at September 30, 2006.

     In connection with the acquisition of the ZIM Vessels, the LLC also assumed
$12,000,000 of junior  non-recourse  debt obligations with ZIM consisting of (i)
approximately  $5,800,000  relating to the  acquisition of the M/V ZIM Japan and
M/V ZIM America and (ii) approximately $6,200,000 relating to the acquisition of
the M/V ZIM Hong Kong and M/V ZIM Israel.  The  $5,800,000  junior  non-recourse
debt  obligation  matures on May 12, 2010,  accrues  interest at 2.75% per year,
requires semi-annual principal payments of approximately $400,000 and requires a
balloon payment of

                                       14
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

(8)      Notes Payable - Non-Recourse - continued

approximately  $2,600,000 on May 12, 2010.  The $6,200,000  junior  non-recourse
debt obligation  matures on July 27, 2010,  accrues  interest at 2.75% per year,
requires semi-annual principal payments of approximately $400,000 and requires a
balloon payment of  approximately  $2,600,000 on July 27, 2010. ZIM has a second
priority  security  interest  in the ZIM  Vessels  as  security  for the  junior
non-recourse debt obligations. At September 30, 2006, the outstanding balance of
the senior and junior  non-recourse  debt  obligations  for the ZIM  Vessels was
$100,100,000.

     Tankers

     In  connection  with the  acquisition  of the Tankers  (See Note 6 for more
information  about  the  acquisition),  the  Tanker  Purchasers  entered  into a
non-recourse  senior secured loan agreement (the "Fortis Loan  Agreement")  with
Fortis Bank NV/SA for  approximately  $80,000,000.  Pursuant to the terms of the
Fortis Loan  Agreement,  there were four separate  advances:  (i)  approximately
$19,364,000  for  the  acquisition  of the  M/T  Doubtless,  (ii)  approximately
$19,364,000  for  the  acquisition  of the  M/T  Spotless,  (iii)  approximately
$20,363,000  for the  acquisition  of the M/T Faithful,  and (iv)  approximately
$20,909,000  for the  acquisition  of the M/T Vanguard.  The advances all have a
maturity  date of June 22,  2011 and accrue  interest  at LIBOR plus  1.125% per
year.

     The advances for the acquisitions of the M/T Doubtless and the M/T Spotless
each require quarterly principal payments of approximately $847,000 through June
19, 2007,  approximately $908,000 through June 19, 2008,  approximately $968,000
through June 19, 2009,  $1,029,000  through June 19, 2010 and $1,089,000 through
June 22, 2011.  The advance for the  acquisition  of the M/T  Faithful  requires
quarterly   payments  of   approximately   $891,000   through   June  19,  2007,
approximately $954,000 through June 19, 2008,  approximately  $1,018,000 through
June 22, 2009,  approximately $1,082,000 through June 22, 2010 and approximately
$1,145,000  through June 22, 2011.  The advance for the  acquisition  of the M/T
Vanguard requires quarterly payments of approximately  $915,000 through June 19,
2007,  approximately  $980,000 through June 19, 2008,  approximately  $1,045,000
through  June 19,  2009,  approximately  $1,111,000  through  June 22,  2010 and
approximately $1,176,000 through June 22, 2011.

     As part of the acquisition of the Tankers,  the Tanker  Purchasers  entered
into four  interest  rate swap  contracts in order to fix the variable  interest
rate on the senior  non-recourse  debt  obligations  with Fortis to minimize the
LLC's  risk for  interest  rate  fluctuations.  These  interest  rate swaps were
effective  beginning  September 18, 2006,  have an aggregate  notional amount of
approximately  $76,500,000 and will fix the interest rate at 5.59% per year. The
LLC accounts for its swap contracts as cash flow hedges in accordance  with SFAS
133, as amended,  and records the swap  contracts at their  estimated fair value
and  recognizes the periodic  change in their fair value as other  comprehensive
income.

     In connection  with the acquisition of the Tankers,  the Tanker  Purchasers
assumed junior  non-recourse debt obligations of approximately  $10,000,000 with
Top  Tankers,  consisting  of  (i)  approximately  $2,420,000  relating  to  the
acquisition of the M/T Doubtless,  (ii) approximately $2,420,000 relating to the
acquisition of the M/T Spotless,  (iii) approximately $2,550,000 relating to the
acquisition of the M/T Faithful and (iv)  approximately  $2,610,000  relating to
the acquisition of the M/T Vanguard.  The junior  non-recourse  debt obligations
all mature on March 14, 2011 and do not accrue interest. The LLC has reduced the
junior  non-recourse  debt to its  present  value at June 16,  2006,  which  was
approximately  $8,778,000,  and will impute interest at 2.75% per year, which is
the rate of interest on similar junior debt  obligations that the LLC holds. Top
Tankers has a second priority  security  interest in the Tankers as security for
the junior non-recourse debt obligations. At

                                       15
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

   (8)     Notes Payable - Non-Recourse - continued

September  30,  2006,  the   outstanding   balance  of  the  senior  and  junior
non-recourse debt obligations for the Tankers was $85,357,545.

     Leasing Portfolio

     As discussed in Note 4, in connection  with the  acquisition of the Leasing
Portfolio,  the LLC incurred non-recourse debt obligations which accrue interest
at rates  ranging  from  4.05% to 8.05%  per year and  mature at  various  dates
through January 2012.

     The aggregate  maturities of notes  payable -  non-recourse  consist of the
following at September 30, 2006:

    Year Ending
   September 30,
   --------------
        2007         $  74,957,788
        2008         $  57,911,204
        2009         $  41,710,085
        2010         $  38,376,272
        2011         $  57,777,381

(9)    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 Fund Ten  (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 is jointly and severally liable for all
amounts borrowed under the Facility.

     In accordance with the terms and conditions 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, 2006.  The Agreement  prohibits the Borrowers from declaring or
paying  any  distributions  to  investors  if such a  payment  would  cause  the
Borrowers to become non-compliant with the financial covenants in the Agreement.

     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 Borrower and (ii) 50% of the net worth of such Borrower.

                                       16
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

(9)    Revolving Loan Facility - continued

     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  $468,000 at September 30, 2006,  which  satisfies the
Lender's cash reserve requirement for all of the Borrowers.

     At September 30, 2006,  aggregate  borrowings  by all  Borrowers  under the
Facility  amounted  to  $2,340,000,  of which  the LLC  currently  has no amount
outstanding.

(10)   Comprehensive Loss

         Comprehensive loss consists of the following:
For the Period
                                                                                                                from May 6, 2005
                                                                                                               (Commencement of
                                                     Three Months       Three Months          Nine Months         Operations)
                                                  Ended September 30,  Ended September 30,  Ended September 30,  to September 30,
                                                         2006               2005                  2006              2005
------------      -----------          -------------       -----=-----
 Net loss                                             $ (3,935,332)     $  (247,696)            (3,097,857)         (367,764)
 Other comprehensive loss:
       Change in valuation of interest
         rate swap contracts                            (1,070,856)               -             (1,098,720)                -
       Change in valuation of warrants
         held by joint venture                             (96,234)               -                543,803                 -
       Foreign currency translation adjustments            408,004                -              1,716,008                 -
                                                     -------------      -----------          -------------       -----------

 Comprehensive loss                                   $ (4,694,418)     $  (247,696)          $ (1,936,766)      $  (367,764)
                                                      ============      ===========           ============       ===========
(11)   Transactions with Related Parties

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

     In accordance with the terms of these agreements,  the LLC pays or paid the
Manager (i)  management  fees ranging from 1% to 7% based on a percentage of the
rentals recognized either directly by the LLC or through its joint ventures, and
(ii) acquisition  fees,  through the end of the operating  period,  of 3% of the
gross value of the LLC's acquisition  transactions.  In addition, the Manager is
reimbursed for  administrative  expenses  incurred in connection  with the LLC's
operations.  The Manager has assigned its rights and  obligations to provide the
LLC with administrative services

                                       17
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

(11)     Transactions with Related Parties - continued

and collect  reimbursement  for those services relating to the Leasing Portfolio
to the Manager's Canadian affiliate,  ICON Funding ULC, pursuant to a management
agreement between the Manager and ICON Funding ULC.

     The Manager  performs  certain  services  relating to the management of the
LLC's  equipment  leasing  activities.  Such services  include the collection of
lease  payments  from the  lessees  of the  equipment,  re-leasing  services  in
connection  with  equipment  which is off-lease,  inspections  of the equipment,
liaison with and general  supervision of lessees to assure that the equipment is
being properly operated and maintained, monitoring performance by the lessees of
their obligations under the leases and the payment of operating expenses.

     Administrative  expense reimbursements are costs incurred by the Manager or
its  affiliates and are necessary to the LLC's  operations.  These costs include
the Manager's  and its  affiliates  legal,  accounting,  investor  relations and
operations  personnel,  as well as  professional  fees and other  costs that are
charged to the LLC based upon the percentage of time such personnel  dedicate to
the LLC.  Excluded  are salaries and related  costs,  travel  expenses and other
administrative  costs incurred by individuals with a controlling interest in the
Manager.

     The  Manager  also has a 1%  interest  in the  LLC's  profits,  losses  and
distributions. The LLC paid and accrued distributions to the Manager of $110,198
for the nine months  ended  September  30,  2006.  Additionally,  the  Manager's
interest in the LLC's net loss for the three and nine months ended September 30,
2006 was $39,353 and $30,979,  respectively. The Manager's interest in the LLC's
net loss for the three months ended  September  30, 2005 and the period from May
6, 2005  (Commencement of Operations)  through September 30, 2005 was $2,477 and
$3,678, respectively.

     Fees and other  expenses  paid or accrued by the LLC to the  Manager or its
affiliates for the three and nine month periods ended September 30, 2006 and for
the three  months ended  September  30, 2005 and for the period from May 6, 2005
(Commencement of Operations) through September 30, 2005, are as follows:
For the Period
                                                                    Three           Three                        from May 6, 2005
                                                                   Months          Months        Nine Months      (Commencement of
                                                                    Ended           Ended          Ended          Operations)
                                                                 September 30,   September 30,   September 30,    to September 30,
          Entity            Capacity        Description             2006            2005           2006             2005
          -------          ---------      ------------           ----------      ----------     -----------     ----------------
ICON Capital Corp.       Manager         Organization and
                                          offering expenses (1)  $  608,706      $ 1,354,029    $ 1,992,411    $       2,298,950
                                                                 ==========      ==========     ===========     ================

 ICON Securities Corp.    Managing        Underwriting fees (1)  $  811,608      $  899,205     $ 2,656,548     $      1,439,160
                          broker-dealer                          ==========      ==========     ===========     ================
 ICON Capital Corp.       Manager         Acquisition fees (2)   $  512,285      $        -     $13,132,809     $              -
                                                                 ==========      ==========     ===========     ================
 ICON Capital Corp.       Manager         Management fees (3)    $1,520,291      $        -     $ 2,605,705     $              -
                                                                 ==========      ==========     ===========     ================

 ICON Capital Corp.       Manager          Administrative        $1,811,745      $  407,772     $ 4,335,610     $        529,976
 and affiliate                                fees (3)           ==========      ==========     ===========     ================
(1) Amount charged directly to members' equity.
 (2) Amount capitalized and amortized to operations.
 (3) Amount charged directly to operations.

     At  September  30,  2006,  the LLC had a net payable due to its Manager and
affiliates of $402,047.  The significant  components are as follows: the Manager
was due  $384,562,  which is  comprised  of $258,826  of accrued  administrative
expense  reimbursements,  $66,713 of acquisition fees, $32,360 of distributions,
$13,549 of management  fees and $13,114 of organization  and offering  expenses.
ICON Securities was due $17,485 for underwriting fees.

                                       18
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

(11)     Transactions with Related Parties - continued

     From October 1, 2006 to November 1, 2006,  the LLC has raised an additional
$19,810,904 of capital contributions.  During this time period, the LLC has paid
or accrued  organization  and  offering  expenses to the Manager of $297,164 and
underwriting fees to ICON Securities of $396,218.

(12)   Lease Program

     The LLC has a program (the  "Program"),  in which lessees may  participate,
that streamlines the process of ordering,  accepting and leasing equipment under
the  lessee's  master  lease  agreement  (the  "Master  Lease   Agreement")  for
information technology equipment. The Program allows lessees to periodically and
systematically order equipment either directly from the manufacturer or from the
LLC,  which acts as a reseller and procures  equipment  for the lessee,  to meet
their current  equipment  requirements  without  having to negotiate a new lease
agreement  with the LLC. In order to  participate  in the Program,  lessees must
meet certain credit requirements, as defined in the form agreement governing the
terms of the Program (the "Program Agreement"),  and may not be in default under
the Program Agreement or the Master Lease Agreement.

     In  advance  of  each  calendar  quarter,  the  LLC  notifies  the  Program
participants of the estimated cost of new equipment purchases available for that
participant during the coming quarter as well as the monthly rental payment that
will be applied to each piece of equipment purchased. At September 30, 2006, the
LLC had approved  approximately  $26,435,000 for equipment  purchases during the
next quarter with lease terms  commencing on or before January 1, 2007, of which
approximately $13,364,000 was for U.S. lessees, approximately $9,326,000 was for
Canadian lessees and approximately $3,745,000 was for United Kingdom lessees.

(13)   Geographic Information

     Geographic  information  for revenue,  based on the country of origin,  and
long-lived  assets,  which include finance leases and operating  leases,  net of
accumulated depreciation, are as follows at September 30, 2006:
United
                                                          States           Canada          Europe         Other           Total
                                                        -----------     -----------      -----------    -----------    -----------

 Revenue:
Rental income                                     $15,785,748     $13,909,245       $6,081,835     $5,540,758    $41,317,586
      Finance income                                      1,075,073       1,463,628                -              -      2,538,701
      Income from investments in joint ventures             166,695               -          335,173              -        501,868
                                                        -----------      ----------       ----------    -----------    -----------

                                                        $17,027,516     $15,372,873       $6,417,008     $5,540,758    $44,358,155
                                                        ===========     ===========       ==========    ===========    ===========

                                                         United
                                                          States           Canada          Europe          Other         Total
                                                        -----------      ----------       ----------    -----------    -----------
 Long-lived assets:
      Investments in finance leases:
         Minimum rents receivable                       $24,567,598     $47,941,828       $        -    $         -    $72,509,426
         Estimated unguaranteed residual values             957,090       3,030,586                -              -      3,987,676
         Initial direct costs, net                          624,353       1,926,869                -              -      2,551,222
         Unearned income                                (2,755,621)     (6,884,044)                -              -     (9,639,665)
                                                        -----------     -----------       ----------    -----------    -----------

                                                        $23,393,420     $46,015,239       $        -    $         -    $69,408,659
                                                        ===========     ===========       ==========    ===========    ===========

      Investments in operating leases, net              $53,829,200     $37,066,108     $138,117,881   $111,210,369   $340,223,558
                                                        ===========     ===========     ============   ============   ============
      Investments in joint ventures                     $         -               -     $  9,942,273   $          -   $  9,942,273
                                                        ===========     ===========     ============   ============   ============
      Equipment held for sale or lease                  $ 1,582,011     $ 6,832,092     $          -   $          -   $  8,414,103
                                                        ===========     ===========     ============   ============   ============
19
ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                               September 30, 2006
                                   (Unaudited)

(14)   Recent Accounting Pronouncements

     In September 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standards No. 157 "Accounting for Fair Value
Measurements"  ("SFAS  157").  SFAS 157  establishes  a separate  framework  for
determining  fair values of assets and  liabilities  that are  required by other
authoritative  generally  accepted  accounting  principle  pronouncements  to be
measured at fair value.  In addition,  SFAS 157  incorporates  and clarifies the
guidance in FASB  Concepts  Statement  No. 7 regarding  the use of present value
techniques  in  measuring  fair  value.  SFAS  157 is  effective  for  financial
statements of fiscal years  beginning  after  November 15, 2007.  The Manager is
currently  evaluating  the impact of this  pronouncement  but does not currently
believe it will have a material impact on the financial statements.

     The Manager does not believe that any other  recently  issued,  but not yet
effective accounting pronouncements, if currently adopted, would have a material
effect on the accompanying condensed consolidated financial statements.

(15) Concentrations

     For the nine months ended  September 30, 2006, the LLC had two lessees that
accounted  for  approximately  26% of rental  income  and  approximately  61% of
investments in operating leases.

                                       20
Item 2. Manager's  Discussion and Analysis of Financial Condition and Results of
     Operations

     The  following is a  discussion  of our results of  operations  and current
financial  position.  This discussion should be read together with our unaudited
condensed consolidated financial statements and related notes included elsewhere
in this  report,  Part II,  Item 1A.  Risk  Factors  and the  audited  financial
statements  and related notes included in our Annual Report on Form 10-K for the
year ended December 31, 2005.

     As used in this  Quarterly  Report on Form 10-Q,  references to "we," "us,"
"our"  or  similar  terms  include  ICON  Leasing  Fund  Eleven,   LLC  and  its
consolidated subsidiaries.

Forward-Looking Statements

     Certain statements within this Quarterly Report on Form 10-Q may constitute
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform  Act of 1995  ("PSLRA").  These  statements  are  being  made
pursuant to the PSLRA, with the intention of obtaining the benefits of the "safe
harbor"  provisions of the PSLRA,  and, other than as required by law, we assume
no  obligation  to  update  or  supplement  such   statements.   Forward-looking
statements are those that do not relate solely to historical fact. They include,
but are not limited to, any statement  that may predict,  forecast,  indicate or
imply future  results,  performance,  achievements  or events.  You can identify
these   statements  by  the  use  of  words  such  as  "may,"  "will,"  "could,"
"anticipate," "believe," "estimate," "expects," "intend," "predict" or "project"
and variations of these words or comparable words or phrases of similar meaning.
These  forward-looking  statements  reflect our current beliefs and expectations
with respect to future  events and are based on  assumptions  and are subject to
risks and  uncertainties  and other  factors  outside our control that may cause
actual results to differ materially from those projected.

Overview

     We are an equipment  leasing  business formed on December 2, 2004. We began
active  operations  on May 6,  2005.  We  primarily  engage in the  business  of
purchasing  equipment  and  leasing  it  to  third-party  end  users,  acquiring
equipment subject to lease and, to a lesser extent,  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
the lessees will be paid to lenders.  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 members.  The investment in
additional  equipment  in this manner is called  "reinvestment."  We  anticipate
purchasing  equipment from time to time for the next six years.  This time frame
is called the "operating  period,"  which may be extended,  at the discretion of
our Manager,  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."

     At September 30, 2006, our current portfolio, which we hold either directly
or through  joint  venture  investments  with  affiliates  and others,  consists
primarily of the following equipment subject to lease:

                                       21
Containership Equipment:

o    We have a 100%  interest  in four  45,720 -  47,094  DWT  product  carrying
     vessels, the M/T Doubtless, the M/T Faithful, the M/T Spotless, and the M/T
     Vanguard,  which are subject to bareboat  charters with subsidiaries of TOP
     Tankers, Inc. that expire in February 2011.

o    We have a 100%  interest  in four  3,300  TEU  container  vessels,  M/V ZIM
     America,  M/V ZIM Hong Kong, M/V ZIM Israel,  and M/V ZIM Japan,  which are
     subject to bareboat  charters with ZIM  Integrated  Shipping  Services Ltd.
     that expire in November 2010 and January 2011.

Information Technology and Technology-Related Equipment:

o    We own  approximately  1,100  equipment  leases with  predominantly  large,
     investment   grade  lessees  that  are  comprised   mainly  of  information
     technology and technology-related  equipment,  including personal computers
     and client/server equipment.

Telecommunications Equipment:

o    We have a 61.4%  ownership  interest  in ICON Global  Crossing,  LLC ("ICON
     Global Crossing"),  an entity also managed by our Manager,  which purchased
     from various vendors  state-of-the-art  telecommunications  equipment which
     was then  leased  to Global  Crossing  Telecommunications,  Inc.  The lease
     expires on April 1, 2010.

o    We currently have a 13.26%  ownership  interest in ICON Global Crossing II,
     LLC ("Global  Crossing  II"), an entity also managed by our Manager,  which
     purchased   from  various   vendors   state-of-the-art   telecommunications
     equipment which was then leased to Global Crossing Telecommunications, Inc.
     and Global  Crossing  North  American  Networks,  Inc. The lease expires on
     October 31, 2010.

Industrial Gas Meters:

o    We have a 50.0% ownership  interest in ICON EAM LLC, an entity also managed
     by our Manager,  which will purchase industrial gas meters and accompanying
     data gathering equipment that will then be subject to lease with EAM Assets
     Ltd., a meter asset manager that is responsible for maintaining  industrial
     gas meters in the United Kingdom.

Digital Audio/Visual Entertainment Systems:

o    We have a 50.0%  ownership  interest  in ICON  AEROTV  LLC,  an entity also
     managed by our Manager, which purchases digital audio/visual  entertainment
     systems  which will then be subject to a lease with AeroTV Ltd., a provider
     of on board  digital  audio/visual  systems  for  airlines,  rail and coach
     operators in the United Kingdom.

Lease and Other Significant Transactions

Telecommunications Equipment

     On November 17, 2005, we, along with ICON Income Fund Eight A L.P. and ICON
Income Fund Ten, LLC ("Fund Ten"),  both affiliates of our Manager,  formed ICON
Global Crossing, with ownership interests of 44%, 12% and 44%, respectively,  to
purchase state-of-the-art  telecommunications equipment from various vendors. On
March 31, 2006, we made an additional capital contribution of $7,733,176,  which
changed the  ownership  interests  at March 31, 2006 to 61.4%,  8.0 % and 30.6%,
respectively.

                                       22
During February and March 2006, ICON Global  Crossing  purchased,  in cash,
approximately  $22,113,000 of equipment  (including  initial direct costs in the
form of legal  fees of  approximately  $157,000)  on lease  to  Global  Crossing
Telecommunications,  Inc.  ("Global  Crossing")  and during April 2006 purchased
approximately  $3,165,000 of additional equipment on lease with Global Crossing.
The base lease term is for 48 months, and began on April 1, 2006.

     On  September  28,  2006,  Fund Ten along with ICON Income  Fund Nine,  LLC
("Fund Nine"),  both affiliates of our Manager,  formed Global Crossing II, with
original  ownership  interests of approximately 83% and 17%,  respectively.  The
total  capital  contributions  made to  Global  Crossing  II were  approximately
$12,044,000,  of which the Fund Ten's share was  approximately  $10,044,000  and
Fund Nine's share was approximately $2,000,000.

     Simultaneously,    Global    Crossing   II    purchased    state-of-the-art
telecommunications  equipment for  $12,043,793.  This  equipment is subject to a
lease with Global  Crossing  Telecommunications,  Inc. and Global Crossing North
American Networks, Inc. (collectively, "Global Crossing").

     On October 31, 2006, we made a capital contribution of $1,840,876 to Global
Crossing II. The  contribution  changed the  ownership  interests for Fund Nine,
Fund Ten and us at October 31, 2006 to 14.40%, 72.34% and 13.26%,  respectively.
The  additional   contribution  was  also  used  to  purchase   state-of-the-art
telecommunications  equipment subject to a lease with Global Crossing.  The base
lease term is for 48 months beginning on November 1, 2006.

New Accounting Pronouncements

     In September 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standards No. 157 "Accounting for Fair Value
Measurements"  ("SFAS  157").  SFAS 157  establishes  a separate  framework  for
determining  fair values of assets and  liabilities  that are  required by other
authoritative  generally  accepted  accounting  principle  pronouncements  to be
measured at fair value.  In addition,  SFAS 157  incorporates  and clarifies the
guidance in FASB  Concepts  Statement  No. 7 regarding  the use of present value
techniques  in  measuring  fair  value.  SFAS  157 is  effective  for  financial
statements of fiscal years  beginning  after  November 15, 2007.  Our Manager is
currently  evaluating  the impact of this  pronouncement  but does not currently
believe it will have a material impact on the financial statements.

     Our Manager does not believe that any other  recently  issued,  but not yet
effective accounting pronouncements, if currently adopted, would have a material
effect on the accompanying condensed consolidated financial statements.

Results of Operations  for the Three Months Ended  September 30, 2006 (the "2006
Quarter") and 2005 (the "2005 Quarter")

     We commenced  operations on May 6, 2005 and are currently  raising  equity.
From commencement of operations through September 30, 2006, we have raised total
equity of $239,926,196. In July 2006, we increased our original offering from up
to $200,000,000 to up to $375,000,000.  With the net proceeds from our offering,
we  anticipate  acquiring  both income leases and growth  leases.  As our leases
expire,  we may sell the  equipment  and  reinvest  the  proceeds in  additional
equipment leases or re-lease the equipment.  We anticipate  incurring both gains
and losses on the sales of equipment during our operating period.  Additionally,
we expect to see our  rental  income and  finance  income  increase,  as well as
related  expenses such as  depreciation  and  amortization  expense and interest
expense.  We  anticipate  that the fees we pay our Manager to operate and manage
our business  portfolio will increase  during this period as our Manager will be
spending a greater portion of its time managing our portfolio.

                                       23
Revenue  for the  2006  Quarter  and the 2005  Quarter  are  summarized  as
follows:
2006                  2005              Change
                                                              ------------         -----------       -------------
Total revenue                                                $ 24,698,883         $   186,358       $  24,512,525
                                                              ============         ===========       =============

 Rental income                                                $ 23,013,318         $         -       $  23,013,318
 Finance income                                               $  1,150,699         $         -       $   1,150,699
 Income from investment in joint ventures                     $    120,643         $         -       $     120,643
 Net gain on sales of new equipment                           $    162,349         $         -       $     162,349
 Net (loss) gain on sales of leased equipment                 $   (132,908)        $         -       $   (132,908)
 Interest and other income                                    $    384,782         $   186,358       $     198,424
Total revenue for the 2006 Quarter was  approximately  $24,699,000  and was
comprised  of rental  income of  approximately  $23,013,000,  finance  income of
approximately   $1,151,000,   income  from  investments  in  joint  ventures  of
approximately  $121,000,  a net  gain on  sales of  equipment  of  approximately
$29,000 and interest and other income of approximately $385,000. Our revenue was
derived from our acquisition of  approximately  1,100 leases  effective March 1,
2006, as well as our recent  acquisitions of  containerships.  We purchased four
product carrying  vessels and four container  vessels during June 2006. The 2006
Quarter includes a full three months of rental income from those acquisitions.

     Expenses  for the 2006  Quarter  and the 2005  Quarter  are  summarized  as
follows:
2006              2005         Change
                                                              ------------      -----------   -----------
Total expenses                                               $ 28,634,215      $   434,054   $28,200,161
                                                              ============      ===========   ===========

 Depreciation and amortization                                $ 19,059,640      $     1,094   $19,058,546
 Impairment loss                                              $    446,301      $         -   $   446,301
 Interest                                                     $  5,269,459      $         -   $ 5,269,459
 Management fees - Manager                                    $  1,520,291      $         -   $ 1,520,291
 Administrative expense reimbursements -
     Manager and affiliate                                    $  1,811,745      $   407,772   $ 1,403,973
 General and administrative                                   $    262,356      $    25,188   $   237,168
 Minority interest                                            $    264,423      $         -   $   264,423
Total expenses for the 2006 Quarter were approximately $28,634,000 and were
comprised of depreciation  and  amortization of  approximately  $19,060,000,  an
impairment loss of approximately $446,000, interest of approximately $5,269,000,
management fees - Manager of approximately  $1,520,000,  administrative  expense
reimbursements - Manager of approximately $1,812,000, general and administrative
expenses of approximately $262,000 and minority interest expense of $264,000. We
anticipate  that as we  continue  to  acquire  assets  subject to lease that our
expenses, particularly depreciation and interest, will continue to increase.

Net Loss

     As a result of the foregoing factors, the net loss for the 2006 Quarter was
$3,935,332. The net loss per weighted average number of Additional Member shares
outstanding for the 2006 Quarter was $17.79.

Results of  Operations  for the Nine Months Ended  September 30, 2006 (the "2006
Period")  and for the  Period  from May 6,  2005  (Commencement  of  Operations)
through September 30, 2005 (the "2005 Period")

                                       24
Revenue for the 2006 Period and the 2005 Period are summarized as follows:
2006             2005            Change
                                                              ------------      -----------      -----------
Total revenue                                                $ 46,645,097      $   188,654      $46,456,443
                                                              ============      ===========      ===========

 Rental income                                                $ 41,317,586      $         -      $41,317,586
 Finance income                                               $  2,538,701      $         -      $ 2,538,701
 Income from investment in joint ventures                     $    501,868      $         -      $   501,868
 Net gain on sales of new equipment                           $    442,966      $         -      $   442,966
 Net (loss) gain on sales of leased equipment                 $    288,614      $         -      $   288,614
 Interest and other income                                    $  1,555,362      $   188,654      $ 1,366,708
Total  revenue for the 2006 Period was  approximately  $46,645,000  and was
comprised  of rental  income of  approximately  $41,318,000,  finance  income of
approximately   $2,539,000,   income  from  investments  in  joint  ventures  of
approximately  $502,000,  a net  gain on  sales of  equipment  of  approximately
$732,000 and interest and other income of approximately $1,555,000.  Our revenue
was derived from our acquisition of  approximately  1,100 leases effective March
1, 2006, as well as our recent acquisitions of containerships.

     Expenses for the 2006 Period and the 2005 Period are summarized as follows:
2006              2005            Change
                                                              ------------      -----------      ------------
Total expenses                                               $49,742,954       $   556,418      $49,186,536
                                                              ===========       ===========      ===========

 Depreciation and amortization                                $ 34,177,215      $     1,094      $34,176,121
 Impairment loss                                              $    446,301      $         -      $   446,301
 Interest                                                     $  7,051,141      $         -      $ 7,051,141
 Bad debt expense                                             $     70,015      $         -      $    70,015
 Management fees - Manager                                    $  2,605,705      $         -      $ 2,605,705
 Administrative expense reimbursements -
     Manager and affiliate                                    $  4,335,610      $   529,976      $ 3,805,634
 General and administrative                                   $    527,516      $    25,348      $   502,168
 Minority interest                                            $    529,451      $         -      $   529,451
Total expenses for the 2006 Period were approximately  $49,743,000 and were
comprised of depreciation  and  amortization of  approximately  $34,177,000,  an
impairment loss of approximately $446,000, interest of approximately $7,051,000,
bad  debt  expense  of  approximately  $70,000,  management  fees -  Manager  of
approximately  $2,606,000,  administrative  expense  reimbursements - Manager of
approximately  $4,336,000,  general and administrative expenses of approximately
$528,000 and minority interest expense of approximately  $529,000. We anticipate
that as we  continue  to acquire  assets  subject  to lease  that our  expenses,
particularly depreciation and interest, will continue to increase.

Net Loss

     As a result of the foregoing factors,  the net loss for the 2006 Period was
$3,097,857. The net loss per weighted average number of Additional Member shares
outstanding for the 2006 Period was $17.56.

Liquidity and Capital Resources

Sources and Uses of Cash

     At September 30, 2006, we had cash and cash equivalents of $70,295,665. Our
main source of cash is from  financing  activities,  primarily  from the sale of
Additional  Member  shares.  Our main use of cash is for  investing  activities,
particularly investments in leased assets.

                                       25
We are currently in our offering  period and during the 2006 Period we sold
132,827  Additional Member shares,  representing  approximately  $132,827,309 of
capital  contributions.   We  paid  and  accrued  various  selling  expenses  of
approximately $15,264,117,  which provided us with net proceeds from the sale of
our member shares of approximately $117,563,192.

     Beginning with the  commencement  of operations,  we have been paying sales
commissions  to  third  parties,  and  various  fees  to the  Manager  and  ICON
Securities Corp. ("ICON Securities"),  an affiliate of our Manager.  These sales
commissions  and fees paid to the Manager and ICON  Securities are recorded as a
reduction of our equity.

     During the 2006 Period,  we paid and accrued sales commissions to unrelated
third  parties  and  paid  and  accrued  various  fees to our  Manager  and ICON
Securities.  During this time period,  we paid and accrued sales  commissions of
$10,615,158  to unrelated  third  parties,  paid and accrued  $2,656,548 to ICON
Securities,  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 $1,992,411 to our Manager, who is entitled to receive a fee for
organization and offering  expenses.  Of these amounts,  $17,485 in underwriting
fees and $13,114 for  organizational  and offering  fees have been accrued as of
September 30, 2006.

     During the period from September 30, 2006 to November 1, 2006, we have sold
an  additional  19,811  member  shares,   representing  $19,810,904  of  capital
contributions.  From May 6, 2005 to November  1, 2006,  we have  admitted  6,369
Additional Members.

     Our other  significant  sources of cash were from proceeds of  non-recourse
notes payable of approximately $33,957,000,  proceeds from sales of equipment of
approximately   $11,287,000   and  net  cash  from   operating   activities   of
approximately $54,774,000.

     Our main use of cash during the 2006 Period was for investing and financing
activities.  We paid approximately  $169,468,000 for equipment subject to lease.
We  also  repaid  approximately   $32,419,000  of  non-recourse  debt  and  paid
distributions to members of approximately $10,829,000.

Financings and Borrowings

     Non-Recourse Notes Payable

     We have  non-recourse  debt at September 30, 2006 of $270,922,919.  Some of
our  non-recourse  debt  consists  of notes  payable  in which the  lender has a
security  interest in the equipment  and an  assignment  of the rental  payments
under the lease.  In that case, the lender is being paid directly by the lessee.
In other cases, we pay the lender.

     Revolving Loan Facility

     On August 31,  2005,  we,  together  with certain of our  affiliates,  ICON
Income  Fund  Eight  B,  L.P.,  Fund  Nine  and  Fund  Ten,  (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 is jointly and
severally liable for all amounts borrowed under the Facility.  Amounts available
under the Facility are 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 8.5% at September 30, 2006).
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.

                                       26
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, 2006.  The Agreement
prohibits the Borrowers from declaring or paying any  distributions to investors
if such a payment  would cause the  Borrowers to become  non-compliant  with the
financial covenants in the Agreement.

     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 Borrower 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.  We have established an interest bearing cash account with
the Lender totaling $468,000 at September 30, 2006, which satisfies the Lender's
cash reserve requirement for all the Borrowers.

     At September 30, 2006,  aggregate  borrowings  by all  Borrowers  under the
Facility  amounted  to  $2,340,000,   of  which  we  currently  have  no  amount
outstanding.

     Our Manager believes that with the cash we have currently  available,  cash
being  generated  from our leases and proceeds  from  equipment  sales,  we have
sufficient cash to continue our operations into the foreseeable future. However,
our  ability to  generate  cash in the  future is  subject to general  economic,
financial,  competitive,  regulatory  and other factors that affect our lessees'
businesses that are beyond our control.

Distributions

     We began to pay  monthly  distributions  to our members  starting  with the
first month after the  Additional  Members'  admission  and will continue to pay
such  distributions  until the  termination  of the  operating  period.  We paid
distributions to our Additional  Members of $10,751,360 for the 2006 Period.  We
paid distributions to our Manager of $77,838 for the 2006 Period.

Commitments

     We have a program (the "Program"),  in which lessees may participate,  that
streamlines the process of ordering,  accepting and leasing  equipment under the
lessee's master lease  agreement (the "Master Lease  Agreement") for information
technology   equipment.   The  Program  allows  lessees  to   periodically   and
systematically order equipment either directly from the manufacturer or from us,
acting as a reseller  and  procuring  equipment  for the  lessee,  to meet their
current equipment requirements without having to negotiate a new lease agreement
with us. In order to  participate  in the  Program,  lessees  must meet  certain
credit requirements, as defined in the form agreement governing the terms of the
Program (the "Program  Agreement"),  and may not be in default under the Program
Agreement or the Master Lease Agreement. In advance of each calendar quarter, we
notify the Program participants of the estimated cost of new equipment purchases
available for that participant  during the coming quarter as well as the monthly
rental payment that will be applied to each piece of equipment purchased.  While
the amount of equipment actually purchased rarely meets the pre-approved amount,
it is an indicator of the amount of business  that we  anticipate  entering into
with these lessees in the upcoming  quarter.  At September 30, 2006, the LLC had
approved  approximately  $26,435,000  for  equipment  purchases  during the next
quarter  with lease  terms  commencing  on or before  January 1, 2007,  of which
approximately $13,364,000 was for U.S. lessees, approximately $9,326,000 was for
Canadian lessees and approximately $3,745,000 was for United Kingdom lessees.

                                       27
Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     We, like most other companies,  are exposed to certain market risks,  which
include  changes in interest rates and the demand for equipment (and the related
residuals)  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.  There are no other  material  changes to the disclosure
related to these  items  since the filing of our Annual  Report on Form 10-K for
the year ended December 31, 2005.

Item 4. Controls and Procedures

     Evaluation of disclosure controls and procedures

     In connection  with the  preparation of this Quarterly  Report on Form 10-Q
for the period ended September 30, 2006, as well as the financial statements and
Quarterly  Reports on Form 10-Q for the period ended  September 30, 2006 for our
affiliates,  our Manager  carried out an evaluation,  under the  supervision and
with the  participation  of the  management of our Manager,  including its Chief
Executive  Officer and the Principal  Financial and Accounting  Officer,  of the
effectiveness of the design and operation of our Manager's  disclosure  controls
and  procedures as of the end of the period  covered by this report  pursuant to
the Securities Exchange Act of 1934. Based on the foregoing  evaluation,  except
as noted below,  the Chief  Executive  Officer and the  Principal  Financial and
Accounting  Officer  concluded  that  our  Manager's   disclosure  controls  and
procedures were effective.

     While  evaluating our Manager's  disclosure  controls and  procedures,  our
Manager  recognized that greater internal  controls were needed to aid in a more
efficient closing of our financial statements,  thereby requiring our Manager to
hire additional skilled accounting staff to support the senior vice president of
accounting  hired by our  Manager at the end of the third  quarter  of 2004.  In
addition,  our Manager hired two additional accounting staff members during 2005
who are certified  public  accountants and are experienced with public reporting
entities. Subsequently in 2006, our Manager hired an additional accounting staff
member who is a  certified  public  accountant  and is  experienced  with public
reporting  entities.  Our  Manager  will  continue to  evaluate  its  disclosure
controls and procedures to determine their  effectiveness  and adequacy and will
take the steps necessary,  in our Manager's  opinion,  to ensure the adequacy of
our Manager's disclosure controls and procedures.

     In  designing  and  evaluating  our  Manager's   disclosure   controls  and
procedures,  our Manager 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 Manager's  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.

                                       28
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 disclosure included in this report.

                           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 1A.  Risk Factors

     Other  than with  respect  to the risk  factor  below,  there  have been no
material  changes from the risk factors  disclosed in "Item 1A. Risk Factors" of
our Annual  Report on Form 10-K for the year ended  December 31, 2005.  The risk
factor  presented  below  should  be read  together  with the risk  factors  and
information disclosed in our Annual Report on Form 10-K.

Because  we will  borrow  to  purchase  equipment,  losses as a result of lessee
defaults may be greater than if debt were not incurred.  Restrictions imposed by
the terms of our indebtedness may limit our financial flexibility.

     Although  we expect to acquire  some of our  investments  for cash,  we are
likely to borrow a  substantial  portion of the purchase  price of our equipment
investments  and there is no limit to the  amount  of debt that may be  incurred
when purchasing  equipment.  While we believe the use of leverage will result in
us being  able to make more  acquisitions  and that each  acquisition  will have
fewer  dollars  at risk  than if  leverage  were not  utilized,  there can be no
assurance that the benefits of greater size and diversification of the portfolio
will offset the heightened risk of loss in an individual lease transaction using
leverage.  With respect to our non-recourse  borrowings,  a lessee default could
force us to make debt  service  payments  so as to  protect  our  investment  in
equipment and prevent us from being subject to repossession.

     We  together  with  certain  of  our  affiliates  (entities  sponsored  and
organized by our Manager), ICON Income Fund Eight B L.P., ICON Income Fund Nine,
LLC and ICON Income Fund Ten,  LLC,  are party to an Agreement  with  California
Bank &  Trust.  The  terms  of our  Agreement  could  restrict  us  from  paying
distributions  to  investors  if  such  payments  would  cause  us  not to be in
compliance with our financial  covenants.  See "Item 2. Manager's Discussion and
Analysis of  Financial  Condition  and  Results of  Operations  - Liquidity  and
Capital Resources."

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

     See "Item 2. Manager's  Discussion and Analysis of Financial  Condition and
Results of Operations - Liquidity and Capital  Resources"  for a description  of
the use of proceeds from our offering.

                                       29
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 2006
Quarter.

Item 5.  Other Information

     On August 22, 2006, we adopted  Amendment No. 1 to our Amended and Restated
LLC Agreement.

Item 6. Exhibits

     4.1  ICON Leasing Fund Eleven,  LLC Amended and Restated Limited  Liability
          Company Agreement.*

     4.3  Amendment No. 1 to the Amended and Restated Limited  Liability Company
          Agreement. o

     31.1 Section 302 Certification of Chairman and Chief Executive Officer.

     31.2 Section 302 Certification of Chief Operating Officer,  Chief Financial
          Officer 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 Chief Operating Officer,  Chief Financial Officer 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.

     *    Incorporated by reference as Exhibit 4.1 to the Registration Statement
          on Form S-1 (File No. 333-133730) filed May 2, 2006.

     o    Incorporated  by reference as Exhibit 4.3 to the  Quarterly  Report on
          Form 10-Q for the quarter ended June 30, 2006.

                                       30
SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the LLC has duly  caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

ICON Leasing Fund Eleven,  LLC File No.  000-51916  (Registrant) by its Manager,
ICON Capital Corp.

Date: November 17, 2006

/s/ Beaufort J.B. Clarke
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)

Date: November 17, 2006

/s/ Thomas W. Martin
Thomas W. Martin
Chief Operating Officer and Chief Financial Officer
(Principal Financial and Accounting Officer)

                                       31