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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (date of earliest event reported): March 8, 2006


                          ICON LEASING FUND ELEVEN, LLC
 -------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


     Delaware                   333-121790                 20-1979428
--------------------------------------------------------------------------------
 (State of                     (Commission               (IRS Employer
  Incorporation)              File Number)            Identification No.)


                           100 Fifth Avenue, 4th Floor
                            New York, New York 10011
 -------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


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


 -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check the  appropriate  box below if the Form 8-K is intended to  simultaneously
satisfy  the filing  obligation  of the  registrant  under any of the  following
provisions:

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))


<PAGE>




Item 8.01 Other Events

     ICON  Leasing  Fund Eleven,  LLC ("Fund  Eleven")  has  commenced a consent
solicitation  of its  members in  connection  with  proposed  amendments  to its
limited  liability  company  agreement.  The proposed  amendments are more fully
described in the Consent Solicitation  Statement,  dated March 8, 2006 which was
previously sent to Fund Eleven's  members and has been filed with the Securities
and  Exchange  Commission  (the  "SEC").  Members who held shares as of March 3,
2006, the record date for the consent  solicitation,  will receive notice of and
are entitled to vote on the proposed  amendments.  The proposed amendments will,
if approved,  permit Fund Eleven to increase the maximum offering amount from up
to  $200,000,000  to up to  $375,000,000,  after  applicable SEC, NASD and state
approvals are obtained.

     A copy of the form of Fund Eleven's  letter to broker dealers and letter to
registered  representatives  are  attached  hereto  as  Exhibits  99.1 and 99.2,
respectively, and are incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.
Exhibit No.              Document Description
99.1                     Form of Letter to Broker Dealers

99.2                     Form of Letter to Registered Representatives



                                   SIGNATURES

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


                                            ICON LEASING FUND ELEVEN, LLC
                                            By:  ICON CAPITAL CORP., its Manager


Dated:  March 9, 2006
                                            By: /s/ Thomas W. Martin
                                                Thomas W. Martin
                                                Executive Vice President


<PAGE>


                                                                    Exhibit 99.1
                                [ICON Letterhead]

                                  March 8, 2006
Dear Broker Dealer:

This week, we are  proceeding  with a significant  positive  change for our ICON
Leasing  Fund  Eleven,  LLC  ("Fund  Eleven")  as we  are  launching  a  consent
solicitation  to increase the size of the offering from up to $200 million to up
to $375  million.  It's been very  gratifying to watch Fund Eleven exceed all of
our and your original expectations for equity fundraising.  As of March 3, 2006,
we have raised  approximately  $137.7 million since the offering  kicked off and
currently have raised $15 million or more per month on average. The mathematical
consequence of this fact is that, when we factor in the typical  doubling of our
monthly volume as the offering draws to a future close,  Fund Eleven could close
as early as June 2006.

To address this potential  shortfall,  it is our preference to increase the size
of the offering  after  receiving  the  approval of a majority of Fund  Eleven's
existing  Members to do so.  This week they will be sent a consent  solicitation
statement asking them to consent to increase the size of the offering from up to
$200 million to up to $375  million.  The consent  solicitation  statement  will
direct members to our  information  agent,  ACS Securities  Services,  whom they
should contact if they have questions (800-357-3372).  We are also communicating
with the appropriate  registered reps from your firm to make sure they are aware
of the possibility of incoming calls.

We believe  there are  advantages to increasing  Fund Eleven's  size,  including
greater  diversification  and  lower  per  unit  administrative  costs.  Greater
diversification  will come from there  being more  investments  in Fund  Eleven;
lower  costs will be the  result of fixed  costs  (such as the annual  financial
statement audit) being spread across a larger asset base.

A  disadvantage  to all investors from a much larger Fund Eleven would result if
we, as manager,  were less able to deploy this larger amount of capital well. In
fact, we are launching this consent  solicitation for an increased offering this
week because the completion of a major  transaction  just this month  highlights
the  opportunities we have to continue to find quality assets to buy. We believe
this  purchase  on behalf of Fund  Eleven of certain of the assets of  Clearlink
Capital is the largest  transaction ever completed by a leasing program. In this
one acquisition,  valued at over $150 million,  we have added approximately 1100
transactions to Fund Eleven.  When pending  commitments  and other  contemplated
deals are  considered,  Fund  Eleven  today  finds  itself  with more deals than
capital.  In conclusion,  demand for membership  interests is high as is quality
deal flow, making the increase in size of the offering timely and appropriate.

Also,  I'd like to enlighten you about why increasing the size of Fund Eleven is
preferable  to other  alternatives,  including  launching a new leasing fund. As
would be true of any new  program,  we would  incur the costs  and  expenses  of
governmental and regulatory approval. Although we're used to this process, it is
extremely  time  consuming  and  expensive.  Having just gone through the entire
process last spring,  there seems little  benefit to closing Fund Eleven  before
its two-year selling cycle is done or closer to done.

On the  broker-dealer  side, you typically put us through a due diligence review
of medium to extreme intensity when a new program launches,  and/or contract out
a third party due diligence  report.  The time and expense  involved for this on
your side and ours would  likely  result in a big gap  between  when Fund Eleven
closes over the next few months and when another alternative would be available.
We believe  many reps use us as a shelf  product and believe  there is duress on
their part when we are out of the market.

The selling  agreement we have with you contemplates a $200 million offering and
will need to be revised to reflect the higher amount. Once the approval has been
received to increase the offering and a new registration  statement is effective
for the  increased  offering,  we'll  come back to you with a Selling  Agreement
revised  to  reflect  this  one  change.  We hope you can  readily  agree to the
increase,   but  it  would  be  entirely   our  pleasure  to  provide  you  with
publicly-available  additional  information as you may require about our current
activities.


<PAGE>

Thank you for the opportunity to work within your firm.  Please call me directly
with any questions that you may have.

Sincerely,


<PAGE>
                                                                    Exhibit 99.2

                                [ICON Letterhead]

                                  March 8, 2006

Dear Registered Rep:

This week, we are  proceeding  with a significant  positive  change for our ICON
Leasing  Fund  Eleven,  LLC  ("Fund  Eleven")  as we  are  launching  a  consent
solicitation  to increase the size of the offering from up to $200 million to up
to $375 million.

It's  been very  gratifying  to watch  Fund  Eleven  exceed  all of our and your
original  expectations  for equity  fundraising.  As of March 3,  2006,  we have
raised  approximately  $137.7  million  since the  offering  kicked off and have
currently  raised $15  million or more per month on  average.  The  mathematical
consequence of this fact is that, when we factor in the typical  doubling of our
monthly volume as the offering draws to a future close,  Fund Eleven could close
as early as June 2006.

To address this potential  shortfall,  it is our preference to increase the size
of the offering  after  receiving  the  approval of a majority of Fund  Eleven's
existing  Members to do so.  This week they will be sent a consent  solicitation
statement  asking for their consent to increase the size of the offering from up
to $200 million to up to $375 million. The consent  solicitation  statement will
direct  members to call our  information  agent whom they should contact if they
have  questions.  We  realize  some of them may call you,  and we  apologize  in
advance for any burden that  creates for you.  Please  refer your clients to our
information agent, ACS Securities Services, at (800) 357-3372 with confidence as
they will gladly handle their every inquiry.

We believe  there are  advantages to increasing  Fund Eleven's  size,  including
greater  diversification  and  lower  per  unit  administrative  costs.  Greater
diversification  will come from there  being more  investments  in Fund  Eleven;
lower  costs will be the  result of fixed  costs  (such as the annual  financial
statement audit) being spread across a larger investor base.

A  disadvantage  to all investors from a much larger Fund Eleven would result if
we, as manager, were less able to deploy this larger amount of capital. In fact,
we are launching this consent  solicitation for an increased  offering this week
because the  completion of a major  transaction  just this month  highlights the
opportunities we have to continue to find quality assets to buy. We believe this
purchase on behalf of Fund Eleven of certain of the assets of Clearlink  Capital
is the largest  transaction  ever  completed by a leasing  program.  In this one
acquisition,  valued at over $150 million,  we have added 1100  transactions  to
Fund  Eleven.   When  pending  commitments  and  other  contemplated  deals  are
considered,  Fund Eleven  finds itself  today with more deals than  capital.  In
conclusion,  demand for  membership  interests  is high as is quality deal flow,
making the increase in size of the offering timely and appropriate.

Also,  I'd like to enlighten you about why increasing the size of Fund Eleven is
preferable  to other  alternatives,  including  launching a new leasing fund. As
would be true of any new  program,  we would  incur the costs  and  expenses  of
governmental and regulatory approval. Although we're used to this process, it is
extremely  time  consuming  and  expensive.  Having just gone through the entire
process last spring,  there seems little  benefit to closing Fund Eleven  before
its two-year selling cycle is done or closer to done.

On the  broker-dealer  side, your firms typically put us through a due diligence
review  of medium to  extreme  intensity  when a new  program  launches,  and/or
contract out a third party due diligence  report.  The time and expense involved
would  likely  result in a big gap  between  when Fund  Eleven  closes  and when
another  alternative would be available.  We believe many reps use us as a shelf
product and believe there is duress on their part when we are out of the market.


<PAGE>


Thank  you  for the  opportunity  to  work  with  you.  Our  relationships  with
registered  reps like you explain the success we have enjoyed,  and we are eager
to provide you and your  clients with any  reasonable  service to make your ICON
experience  exemplary.  Please call me directly with any questions  that you may
have. Your regional sales staff  (800-435-5697)  is also available for questions
on this matter.

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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (date of earliest event reported): March 8, 2006

                          ICON LEASING FUND ELEVEN, LLC
 -------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

     Delaware                   333-121790                 20-1979428
--------------------------------------------------------------------------------
 (State of                     (Commission               (IRS Employer
  Incorporation)              File Number)            Identification No.)

                           100 Fifth Avenue, 4th Floor
                            New York, New York 10011
 -------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

 -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check the  appropriate  box below if the Form 8-K is intended to  simultaneously
satisfy  the filing  obligation  of the  registrant  under any of the  following
provisions:

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events

     ICON  Leasing  Fund Eleven,  LLC ("Fund  Eleven")  has  commenced a consent
solicitation  of its  members in  connection  with  proposed  amendments  to its
limited  liability  company  agreement.  The proposed  amendments are more fully
described in the Consent Solicitation  Statement,  dated March 8, 2006 which was
previously sent to Fund Eleven's  members and has been filed with the Securities
and  Exchange  Commission  (the  "SEC").  Members who held shares as of March 3,
2006, the record date for the consent  solicitation,  will receive notice of and
are entitled to vote on the proposed  amendments.  The proposed amendments will,
if approved,  permit Fund Eleven to increase the maximum offering amount from up
to  $200,000,000  to up to  $375,000,000,  after  applicable SEC, NASD and state
approvals are obtained.

     A copy of the form of Fund Eleven's  letter to broker dealers and letter to
registered  representatives  are  attached  hereto  as  Exhibits  99.1 and 99.2,
respectively, and are incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.
Exhibit No.              Document Description
99.1                     Form of Letter to Broker Dealers

99.2                     Form of Letter to Registered Representatives

                                   SIGNATURES

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

                                            ICON LEASING FUND ELEVEN, LLC
                                            By:  ICON CAPITAL CORP., its Manager

Dated:  March 9, 2006
                                            By: /s/ Thomas W. Martin
                                                Thomas W. Martin
                                                Executive Vice President
Exhibit 99.1
                                [ICON Letterhead]

                                  March 8, 2006
Dear Broker Dealer:

This week, we are  proceeding  with a significant  positive  change for our ICON
Leasing  Fund  Eleven,  LLC  ("Fund  Eleven")  as we  are  launching  a  consent
solicitation  to increase the size of the offering from up to $200 million to up
to $375  million.  It's been very  gratifying to watch Fund Eleven exceed all of
our and your original expectations for equity fundraising.  As of March 3, 2006,
we have raised  approximately  $137.7 million since the offering  kicked off and
currently have raised $15 million or more per month on average. The mathematical
consequence of this fact is that, when we factor in the typical  doubling of our
monthly volume as the offering draws to a future close,  Fund Eleven could close
as early as June 2006.

To address this potential  shortfall,  it is our preference to increase the size
of the offering  after  receiving  the  approval of a majority of Fund  Eleven's
existing  Members to do so.  This week they will be sent a consent  solicitation
statement asking them to consent to increase the size of the offering from up to
$200 million to up to $375  million.  The consent  solicitation  statement  will
direct members to our  information  agent,  ACS Securities  Services,  whom they
should contact if they have questions (800-357-3372).  We are also communicating
with the appropriate  registered reps from your firm to make sure they are aware
of the possibility of incoming calls.

We believe  there are  advantages to increasing  Fund Eleven's  size,  including
greater  diversification  and  lower  per  unit  administrative  costs.  Greater
diversification  will come from there  being more  investments  in Fund  Eleven;
lower  costs will be the  result of fixed  costs  (such as the annual  financial
statement audit) being spread across a larger asset base.

A  disadvantage  to all investors from a much larger Fund Eleven would result if
we, as manager,  were less able to deploy this larger amount of capital well. In
fact, we are launching this consent  solicitation for an increased offering this
week because the completion of a major  transaction  just this month  highlights
the  opportunities we have to continue to find quality assets to buy. We believe
this  purchase  on behalf of Fund  Eleven of certain of the assets of  Clearlink
Capital is the largest  transaction ever completed by a leasing program. In this
one acquisition,  valued at over $150 million,  we have added approximately 1100
transactions to Fund Eleven.  When pending  commitments  and other  contemplated
deals are  considered,  Fund  Eleven  today  finds  itself  with more deals than
capital.  In conclusion,  demand for membership  interests is high as is quality
deal flow, making the increase in size of the offering timely and appropriate.

Also,  I'd like to enlighten you about why increasing the size of Fund Eleven is
preferable  to other  alternatives,  including  launching a new leasing fund. As
would be true of any new  program,  we would  incur the costs  and  expenses  of
governmental and regulatory approval. Although we're used to this process, it is
extremely  time  consuming  and  expensive.  Having just gone through the entire
process last spring,  there seems little  benefit to closing Fund Eleven  before
its two-year selling cycle is done or closer to done.

On the  broker-dealer  side, you typically put us through a due diligence review
of medium to extreme intensity when a new program launches,  and/or contract out
a third party due diligence  report.  The time and expense  involved for this on
your side and ours would  likely  result in a big gap  between  when Fund Eleven
closes over the next few months and when another alternative would be available.
We believe  many reps use us as a shelf  product and believe  there is duress on
their part when we are out of the market.

The selling  agreement we have with you contemplates a $200 million offering and
will need to be revised to reflect the higher amount. Once the approval has been
received to increase the offering and a new registration  statement is effective
for the  increased  offering,  we'll  come back to you with a Selling  Agreement
revised  to  reflect  this  one  change.  We hope you can  readily  agree to the
increase,   but  it  would  be  entirely   our  pleasure  to  provide  you  with
publicly-available  additional  information as you may require about our current
activities.
Thank you for the opportunity to work within your firm.  Please call me directly
with any questions that you may have.

Sincerely,
Exhibit 99.2

                                [ICON Letterhead]

                                  March 8, 2006

Dear Registered Rep:

This week, we are  proceeding  with a significant  positive  change for our ICON
Leasing  Fund  Eleven,  LLC  ("Fund  Eleven")  as we  are  launching  a  consent
solicitation  to increase the size of the offering from up to $200 million to up
to $375 million.

It's  been very  gratifying  to watch  Fund  Eleven  exceed  all of our and your
original  expectations  for equity  fundraising.  As of March 3,  2006,  we have
raised  approximately  $137.7  million  since the  offering  kicked off and have
currently  raised $15  million or more per month on  average.  The  mathematical
consequence of this fact is that, when we factor in the typical  doubling of our
monthly volume as the offering draws to a future close,  Fund Eleven could close
as early as June 2006.

To address this potential  shortfall,  it is our preference to increase the size
of the offering  after  receiving  the  approval of a majority of Fund  Eleven's
existing  Members to do so.  This week they will be sent a consent  solicitation
statement  asking for their consent to increase the size of the offering from up
to $200 million to up to $375 million. The consent  solicitation  statement will
direct  members to call our  information  agent whom they should contact if they
have  questions.  We  realize  some of them may call you,  and we  apologize  in
advance for any burden that  creates for you.  Please  refer your clients to our
information agent, ACS Securities Services, at (800) 357-3372 with confidence as
they will gladly handle their every inquiry.

We believe  there are  advantages to increasing  Fund Eleven's  size,  including
greater  diversification  and  lower  per  unit  administrative  costs.  Greater
diversification  will come from there  being more  investments  in Fund  Eleven;
lower  costs will be the  result of fixed  costs  (such as the annual  financial
statement audit) being spread across a larger investor base.

A  disadvantage  to all investors from a much larger Fund Eleven would result if
we, as manager, were less able to deploy this larger amount of capital. In fact,
we are launching this consent  solicitation for an increased  offering this week
because the  completion of a major  transaction  just this month  highlights the
opportunities we have to continue to find quality assets to buy. We believe this
purchase on behalf of Fund Eleven of certain of the assets of Clearlink  Capital
is the largest  transaction  ever  completed by a leasing  program.  In this one
acquisition,  valued at over $150 million,  we have added 1100  transactions  to
Fund  Eleven.   When  pending  commitments  and  other  contemplated  deals  are
considered,  Fund Eleven  finds itself  today with more deals than  capital.  In
conclusion,  demand for  membership  interests  is high as is quality deal flow,
making the increase in size of the offering timely and appropriate.

Also,  I'd like to enlighten you about why increasing the size of Fund Eleven is
preferable  to other  alternatives,  including  launching a new leasing fund. As
would be true of any new  program,  we would  incur the costs  and  expenses  of
governmental and regulatory approval. Although we're used to this process, it is
extremely  time  consuming  and  expensive.  Having just gone through the entire
process last spring,  there seems little  benefit to closing Fund Eleven  before
its two-year selling cycle is done or closer to done.

On the  broker-dealer  side, your firms typically put us through a due diligence
review  of medium to  extreme  intensity  when a new  program  launches,  and/or
contract out a third party due diligence  report.  The time and expense involved
would  likely  result in a big gap  between  when Fund  Eleven  closes  and when
another  alternative would be available.  We believe many reps use us as a shelf
product and believe there is duress on their part when we are out of the market.
Thank  you  for the  opportunity  to  work  with  you.  Our  relationships  with
registered  reps like you explain the success we have enjoyed,  and we are eager
to provide you and your  clients with any  reasonable  service to make your ICON
experience  exemplary.  Please call me directly with any questions  that you may
have. Your regional sales staff  (800-435-5697)  is also available for questions
on this matter.

Best regards,