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

                                    FORM 10-K

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

For the fiscal year ended                   December 31, 2003
                         -------------------------------------------------------

                                       or

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

Commission File Number                               333-67638
                      ----------------------------------------------------------

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

          Delaware                                            13-4183234
--------------------------------------------------------------------------------
 (State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification Number)

             100 Fifth Avenue, 10th floor, New York, New York 10011
--------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:  None

Securities  registered  pursuant to Section 12(g) of the Act: Limited  Liability
Company Shares

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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common  equity,  as of
the last day of the registrant's most recently  completed second fiscal quarter:
Not applicable.  There is no established market for units of limited partnership
interest in the registrant.
<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                                December 31, 2003

                                TABLE OF CONTENTS

Item                                                                      Page
----                                                                      ----

PART I

1.   Business                                                              3-4

2.   Properties                                                              4

3.   Legal Proceedings                                                       4

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

PART II

5.   Market for the Registrant's Securities and Related
     Security Holder Matters                                                 4

6.   Selected Consolidated Financial Data                                    5

7.   Manager's Discussion and Analysis of Financial
     Condition and Results of Operations                                  5-12

7A.Qualitative and Quantitative Disclosures About Market Risk               12

8.   Consolidated Financial Statements                                   13-36

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                    37

9a.  Controls and Procedures                                                37

PART III

10.  Directors and Executive Officers of the Registrant's
     Manager                                                             37-38

11.  Executive Compensation                                                 38

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                         39

13.  Certain Relationships and Related Transactions                         39

14.  Principal Accounting Fees and Services                                 39

PART IV

15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K     39-40

SIGNATURES                                                                  41

Certifications                                                           42-43

<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                                December 31, 2003


PART I

Item 1.  Business
         --------

General Development of Business

     ICON  Income  Fund  Nine,  LLC (the  "LLC")  was  formed on July 11,  2001,
pursuant to the Amended and  Restated  Operating  Agreement  of ICON Income Fund
Nine,  LLC  ("Operating  Agreement").  The LLC is a Delaware  limited  liability
company  with an initial  capitalization  of $1,000 by ICON Capital  Corp.  (the
"Manager")  for one member  share.  It was formed to  acquire  various  types of
equipment  subject to leases with third parties and to make related  investments
pursuant to the Operating Agreement. The LLC's maximum offering is $100,000,000.
The LLC commenced  business  operations on December 18, 2001, with the admission
of members representing 1,249.91 additional members' shares at $1,000 per share,
aggregating  $1,249,910 of capital  contributions.  Since then through the LLC's
final offering closing on April 30, 2003, members shares representing  98,416.17
additional  members  shares  were  admitted  into the LLC with  aggregate  gross
proceeds  of  $98,416,170.  Since  the LLC's  initial  admission  of  additional
members,  675.08  additional  member  shares have been  redeemed,  bringing  the
additional  members shares at December 31, 2003 to 98,991.000 shares aggregating
$98,991,003 in capital  contributions  (exclusive of the Manager's interest as a
member).

     The Manager of the LLC is ICON Capital Corp.  (the "Manager") a Connecticut
corporation.  The Manager manages and controls the business affairs of the LLC's
equipment leases and financing  transactions  under a management  agreement with
LLC.

Segment Information

     The LLC intends has only one operating  segment:  the business of acquiring
equipment  subject  to  leases  with  companies  that  the  LLC  believes  to be
creditworthy, and making related investments.

Narrative Description of Business

     The LLC is an equipment leasing income fund. The principal objective of the
LLC is to obtain  the  maximum  economic  return  from its  investments  for the
benefit of its  members.  To achieve  this  objective,  the LLC  intends to: (i)
acquire a diversified portfolio of low obsolescence  equipment having long lives
and high residual  values;  (ii) make monthly cash  distributions to its members
commencing  with each  member's  admission  to the LLC,  continuing  through the
reinvestment  period,  which will end no later than the eighth anniversary after
the final closing date; (iii) re-invest  substantially  all  undistributed  cash
from  operations  and cash from sales of equipment  and  financing  transactions
during  the  reinvestment  period;  and (iv)  sell  the  LLC's  investments  and
distribute the cash from sales of such  investments to its members after the end
of the reinvestment period.

     The equipment leasing industry is highly competitive.  When seeking leasing
transactions  for  acquisition,   the  LLC  competes  with  leasing   companies,
manufacturers that lease their products directly,  equipment brokers and dealers
and financial institutions,  including commercial banks and insurance companies.
Many competitors are larger than the LLC and have greater financial resources.

     The LLC  has no  direct  employees.  Except  as  expressly  limited  by the
Operating  Agreement,  the  Manager  has full and  exclusive  discretion  in the
management and control of the LLC.
<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                                December 31, 2003

Lease Transactions

     During  2003 the LLC  invested  in one joint  venture,  acquired  equipment
subject to leases and invested in a unguaranteed residual value. During 2002 the
LLC invested in four joint  ventures,  with one  affiliate,  and  acquired  four
investments in subsidiaries. (See Notes to the consolidated financial statements
in Part II, Item 8).

Item 2.  Properties
         ----------

     The LLC neither owns nor leases  office space or any other real property in
its business as the present time.

Item 3.  Legal Proceedings
         -----------------

     The LLC, from time-to-time,  in the ordinary course of business,  commences
legal  actions  when   necessary  to  protect  or  enforce  the  rights  of  the
Partnership. We are not a defendant party to any litigation and are not aware of
any pending or threatened litigation against the Partnership.

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

     No matters  were  submitted  to a vote of security  holders  during  fourth
quarter of 2003.

PART II

     Item 5. Market for the Registrant's  Securities and Related Security Holder
Matters

     The LLC's  shares are not publicly  traded nor is there  currently a market
for the LLC's shares. It is unlikely that any such market will develop.

                                      Number of Equity Security Holders
Title of Class                            as of February 29, 2004
--------------                            -----------------------


Manager (as a member)                                   1
Additional members                                  3,230


     The LLC  made  cash  distributions  to the  members  for 2003 and 2002 on a
monthly basis,  totaling $8,035,669 and $2,203,573 for the respective years. For
the  year  2004,  the LLC has  made  cash  distributions  of  $2,248,886  to the
additional members.
<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                                December 31, 2003

Item 6.  Selected Financial Data
         ----------------------

<TABLE>
<CAPTION>


                                                                Year ended             Year ended
                                                            December 31, 2003      December 31, 2002
                                                            -----------------      -----------------

<S>                                                       <C>                   <C>
Total revenue                                             $      35,487,952     $        11,533,581
                                                          =================     ===================

Net loss                                                  $        (883,208)    $          (575,776)
                                                          =================     ===================

Net loss allocable to additional members                  $        (874,376)    $          (570,018)
                                                          =================     ===================

Net loss allocable to the Manager                         $          (8,832)    $            (5,758)
                                                          =================     ===================

Weighted average additional member shares outstanding                90,813                  29,023
                                                          =================     ===================

Net loss per weighted average additional member share     $           (9.73)    $            (19.64)
                                                          =================     ===================

Distributions to additional members                       $       7,955,313     $         2,181,537
                                                          =================     ===================

Distributions per weighted additional member units        $           87.60     $             75.17
                                                          =================     ===================

Distributions to the Manager                              $          80,356     $            22,036
                                                          =================     ===================

</TABLE>



                                  December 31, 2003      December 31, 2002
                                  ----------------       -----------------

Total assets                    $      212,905,177     $       209,646,396
                                ==================     ===================

Note Payable                    $      134,463,196     $       156,955,116
                                ==================     ===================

Members' equity                 $       75,153,869     $        47,738,810
                                ==================     ===================


     The above selected  financial  data should be read in conjunction  with the
consolidated  financial statements and related notes appearing elsewhere in this
report.

Item 7. Manager's  Discussion and Analysis of Financial Condition and Results of
Operations

     Forward-Looking  Information - The following discussion and analysis should
be read in  conjunction  with  the  audited  consolidated  financial  statements
included  herein.   Certain  statements  within  this  document  may  constitute
forward-looking  statements  made  pursuant to the safe harbor  provision of the
Private  Securities   Litigation  Reform  Act  of  1995.  These  statements  are
identified  by words such as  "anticipate,"  "believe,"  "estimate,"  "expects,"
"intend," "predict" or "project" and similar  expressions.  This information may
involve  risks and  uncertainties  that  could  cause  actual  results to differ
materially from the forward-looking  statements.  Although the LLC believes that
the  expectations  reflected  in such  forward-looking  statements  are based on
reasonable  assumptions,  such statements are subject to risks and uncertainties
that could cause actual results to differ materially from those projected.


<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                                December 31, 2003

     Overview - The results of operations  for the year ended  December 31, 2003
reflect the risk  factors  outlined in the LLC's  prospectus.  Such risk factors
include,  but  are not  limited  to,  the  decline  in the  value  of the  LLC's
equipment,  no guarantee of profitability,  the potential of lessee default, and
economic  factors such as prevailing  interest rates.  These risk factors affect
the LLC's ability to realize income, in that they increase the LLC's expenses by
way of additional depreciation, impairment loss, and provision for bad debts. In
addition,  depending  on the size of the  portfolio  and the amount of equipment
purchased by the LLC during the  Reinvestment  Period the risk factors  outlined
above could negatively impact the cash flow.

     During the year ended  December  31,  2003,  our  attention  was  primarily
focused on identifying investments which met our investment criteria in order to
seize acquisition  opportunities.

     Management  anticipates that  substantially  all revenues will be generated
from the rentals  derived from the equipment on lease,  re-financing of existing
transactions,  and proceeds  from the sale of  equipment.  Our most  significant
challenges  and risks in the future  include our ability to continue to identify
leases involving business-essential equipment on lease to creditworthy lessees.

     The U.S.  economy  appears  to be  recovering  and the  leasing  industry's
outlook for 2004 is  encouraging.  Many  experts  foresee an increase in capital
spending  by  corporations  through  2007  which  should  increase  the  pool of
available  secondary  market  leases,  and to that end,  the LLC is seeing  more
opportunities  in this  market.  Nonetheless,  a key  obstacle  still facing the
leasing industry is the continued low interest rate  environment,  which reduces
leasing  volume  inasmuch as  customers  are more prone to purchase  than lease.
However,  as economic  growth may continue and interest  rates may begin to rise
over time, more lessees are expected to return to the marketplace.

     The LLC - The LLC was formed on July 11, 2001,  pursuant to the Amended and
Restated  Operating   Agreement  of  ICON  Income  Fund  Nine,  LLC  ("Operating
Agreement").  The LLC is a Delaware  limited  liability  company with an initial
capitalization  of $1,000 by ICON Capital Corp.  (the  "Manager") for one member
share.  It was formed to acquire  various  types of equipment  subject to leases
with third  parties and to make related  investments  pursuant to the  Operating
Agreement.  The  LLC's  maximum  offering  is  $100,000,000.  The LLC  commenced
business  operations  on  December  18,  2001,  with the  admission  of  members
representing   1,249.91   additional   members'  shares  at  $1,000  per  share,
aggregating  $1,249,910 of capital  contributions.  Since then through the LLC's
final offering closing on April 30, 2003, members shares representing  98,416.17
additional  members  shares  were  admitted  into the LLC with  aggregate  gross
proceeds  of  $98,416,170.  Since  the LLC's  initial  admission  of  additional
members,  675.08  additional  member  shares have been  redeemed,  bringing  the
additional  members shares at December 31, 2003 to 98,991.003 shares aggregating
$98,991,003 in capital  contributions  (exclusive of the Manager's interest as a
member).

     The LLC's  portfolio  consisted  of a net  investment  in  finance  leases,
operating leases,  equity  investment in unguaranteed  residual values and joint
ventures,  representing 8%, 88%, 2% and 2%, respectively of total investments at
December 31, 2003.

Results of Operations for the Years Ended December 31, 2003, 2002 and 2001

     Revenues  for the year ended  December  31, 2003 (the "2003  Period")  were
$35,487,952 representing an increase of $23,954,371 over the year ended December
31, 2002 (the "2002 Period").  The increase in revenue  resulted  primarily from
the  additional  investments  in  joint  ventures,   subsidiaries,   and  leases
subsequent to the 2002 Period.

<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                                December 31, 2003

     The  expenses  for the 2003 Period were  $36,371,160.  This  represents  an
increase of  $24,261,803  over the 2002 Period.  The increase  resulted from the
additional expenses directly relating to the new acquisitions  subsequent to the
2002 period. The lease  transactions of the LLC's portfolio  consisted mainly of
operating leases financed with cash and non-recourse debt.

     Depreciation  and  amortization  expense  increased  by  $17,089,564.  This
directly  resulted  from the  additional  investments  in operating  leases made
subsequent to the 2002 Period.  Interest expenses increased by $5,185,686.  This
is attributed to additional debt used to acquire investments in operating leases
subsequent to the 2002 Period. Management fees - Manager increased by $1,293,719
and  administrative  expense  reimbursements  - Manager  increased  by  $517,492
compared to the 2002 Period. This increase in management fees is consistent with
the increase in rentals  (including  finance leases,  operating leases and joint
ventures)  on which such fees are  dependent.  The  increase  in  administrative
expenses are  consistent  with the increase in operating  activities of the LLC.
Minority  interest in consolidated  joint venture  decreased by $115,073 for the
2003 Period as compared to the 2002 Period.

     Net loss for the 2003 Period and 2002  Period was  $883,208  and  $575,776,
respectively.  The net  loss  per  weighted  average  additional  member  shares
outstanding  for the  2003  Period  and  2002  Period  were  $9.73  and  $19.64,
respectively.

     Since the LLC commenced operation on December 18, 2001, a comparison of the
results of operation is not  practical.  The results of operations  for 2002 and
2001 are consistent with the level of operation.

Liquidity and Capital Resources

     The  LLC's  primary  source  of  liquidity  for 2003 was cash  provided  by
financing  activities  of  $28,291,654  which was mainly due to the  issuance of
additional  membership shares.  There was cash distributions of $8,026,010,  and
proceeds from the issuance of additional membership shares of $36,955,462 net of
offering expenses.

     The LLC's largest  reduction in liquidity was due to cash used in investing
activities of $25,002,239  which was mainly due to investments in finance leases
of  $17,340,765.  The LLC also  invested  in  unguaranteed  residual  values  of
$4,454,003 and in operating leases of $2,001,011.

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

     On May 30 2002,  certain  affiliated funds entered into a $17,500,000 joint
and several line of credit  agreement  dated as of May 30, 2002.  They were ICON
Income  Fund Eight A L.P.,  ICON  Income  Fund  Eight B L.P.  and ICON Cash Flow
Partners L.P. Seven (the "Initial Funds"),  with Comerica Bank as lender.  Under
the terms of the agreement,  the Initial Funds may borrow at a rate equal to the
Comerica Bank base rate plus 1%  (together,  5.00% at December 31, 2003) and all
borrowings are to be jointly and severally  collateralized by the present values
of rents  receivable and equipment  owned by all of the Initial Funds sharing in
the joint line of credit.  On December 12, 2002,  the  agreement  was amended to
admit the LLC,  collectively  along with the Initial Funds (the  "Funds"),  as a
borrower sharing the $17,500,000 joint line of credit agreement.  The Funds have
entered into a Contribution Agreement, dated as of May 30,

<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                                December 31, 2003

2002, as amended  December 12, 2002,  pursuant to which the Funds have agreed to
restrictions on the amount and the terms of their  respective  borrowings  under
the line of credit in order to  minimize  the risk that a Fund would not be able
to repay its allocable  portion of the outstanding  revolving loan obligation at
any time,  including  restrictions on any Fund borrowing in excess of the lesser
of (A) an amount each Fund could  reasonably  expect to repay in one year out of
its projected  free cash flow, or (B) the greater of (i) the Borrowing  Base (as
defined in the line of credit  agreement) as applied to such Fund,  and (ii) 50%
of the net worth of such Fund. The Contribution  Agreement provides that, in the
event a Fund pays an amount under the agreement in excess of its allocable share
of the obligation  under the agreement  whether by reason of an Event of Default
or otherwise,  the other Funds will immediately  make a contribution  payment to
such Fund in such amount that the  aggregate  amount paid by each Fund  reflects
its allocable share of the aggregate obligations under the agreement.

     The Funds'  obligations to each other under the Contribution  Agreement are
collateralized by a subordinate lien on the assets of each  participating  Fund.
The line of credit was extended for twelve  additional  months  expiring May 31,
2004.  As of  December  31,  2003,  the LLC had no  borrowings  under  the line.
Aggregate  borrowing by all Funds under the line of credit agreement  aggregated
$12,779,986 on December 31, 2003.

     The LLC has the following contractual  obligations as of December 31, 2003.
This  obligation  arises  mainly from the  acquisition  of equipment  subject to
lease.  Rental  payments  from the leases  associated  with this  equipment  are
assigned to paydown such obligation.


<TABLE>
<CAPTION>

                                                                 Payments Due By Period
                                                                 ----------------------

                                            2004            2005          2006           2007           2008
                                            ----            ----          ----           ----           ----

 <S>                                     <C>            <C>            <C>            <C>             <C>
 Long-term obligation (Notes payable)    23,361,896     21,515,720     63,836,304     16,101,943      9,647,333

</TABLE>


     See Note 9 to the consolidated  financial statements,  as set forth in Part
II,  Item  8,  Consolidated  Financial  Statements,  for  information  regarding
non-recourse debt.

     Cash  distributions to the additional  members for the years ended December
31, 2003 and 2002, which were paid monthly,  totaled  $7,955,313 and $2,181,537,
respectively,  which  was a return  of  capital.  The  monthly  annualized  cash
distribution  rate to additional  members for the years ended  December 31, 2003
and 2002 was 9% respectively, which was a return of capital.

     As  of  December  31,  2003,   there  were  no  known  trends  or  demands,
commitments, events or uncertainties except those stated above, which are likely
to have any material  effect on liquidity.  As cash is realized from  operations
and additional  borrowings,  the LLC will continue to invest in equipment leases
and financings  where it deems it to be prudent while retaining  sufficient cash
to meet its reserve requirements and recurring obligations.

     We do not  consider  the impact of inflation to be material in the analysis
of our overall operations.

Critical Accounting Policies and Management Estimates

     The policies  discussed  below are considered by the Manager to be critical
to an understanding of the LLC's consolidated financial statements because their
application  places  the  most  significant  demands  on the  General  Partner's
judgments,  with financial  reporting  results  relying on estimation  about the
effect  of  matters  that are  inherently  uncertain.  Specific  risks for these
critical accounting policies are described in the following paragraphs.  For all
of these  policies,  the Manager  cautions  that future  events  rarely  develop
exactly as forecast, and the best estimates routinely require adjustment.
<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                                December 31, 2003

     Use of Estimates - The  preparation  of financial  statements in conformity
with generally  accepted  accounting  principles in the United States of America
requires the LLC's  management to make estimates and assumptions that affect the
reported  amounts  of  assets  and  liabilities  at the  dates of the  financial
statements and revenues and expenses during the reporting  periods.  Significant
estimates  include the allowance for doubtful assets and  unguaranteed  residual
values.  Management  believes  that the estimates  and  assumptions  utilized in
preparing its  consolidated  financial  statements  are  reasonable and prudent.
Actual  results could differ from those  estimates.  In addition,  management is
required to disclose contingent assets and contingent liabilities.

     Leases and  Revenue  Recognition  - The LLC  accounts  for owned  equipment
leased to third  parties as  finance  leases,  leveraged  leases,  or  operating
leases,  as appropriate.  Initial direct costs are capitalized and are amortized
over the terms of the related leases using the interest method.

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

     For  operating  leases,  equipment  is  recorded  and  depreciated  on  the
straight-line  method  over the lease term to its  estimated  residual  value at
lease termination and is subject to the LLC's impairment  policy.  Related lease
rentals are recognized on the straight line method over the lease terms.  Billed
and uncollected operating lease receivables are included in other assets.

     Impairment - Residual values of the LLC's asset portfolio are  periodically
reviewed to determine  whether events or changes in circumstances  indicate that
the carrying value of an asset may not be recoverable.  The events or changes in
circumstances  which generally  indicate that the residual value of an asset may
be impaired are (i) the estimated fair value of the underlying equipment is less
than the  LLC's  carrying  value or (ii) the  lessee is  experiencing  financial
difficulties  and it does not appear  likely that the  estimated  proceeds  from
disposition of the asset will be sufficient to satisfy the remaining  obligation
to the  non-recourse  lender and the LLC's residual  position.  Generally in the
latter  situation,  the residual  position relates to equipment subject to third
party  non-recourse  notes payable where the lessee remits their rental payments
directly  to the  lender and the LLC does not  recover  its  residual  until the
non-recourse note obligation is repaid in full.

     An  impairment  loss is  measured  and  recognized  only  if the  estimated
undiscounted  future cash flows of the asset are less than their net book value.
The  estimated  undiscounted  future  cash  flows  are the sum of the  estimated
residual  value of the asset at the end of the asset's  expected  holding period
and estimates of undiscounted  future rents.  The residual value assumes,  among
other things,  that the asset is utilized normally in an open,  unrestricted and
stable market. Short-term fluctuations in the market place disregarded and it is
assumed that there is no necessity either to dispose of a significant  number of
the  assets  simultaneously,  if held in  quantity,  or to  dispose of the asset
quickly.  Impairment is measured as the difference between the fair value of the
assets and its carrying value on the measurement date.

     Investments in Estimated Unguaranteed Residual Values - The LLC carries its
investments in the future  estimated  unguaranteed  residual values of assets at

<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                                December 31, 2003

cost,  which is equal to or less than market value,  subject to the LLC's policy
relating to impairment review. Proceeds received are recognized as a recovery of
cost due to uncertainty of ultimate realization.  Proceeds received in excess of
costs are recognized as gains.

     Credit Risk - Financial  instruments  that  potentially  subject the LLC to
concentrations of credit risk include cash and cash equivalents,  direct finance
lease receivables and accounts receivables. The LLC places its cash deposits and
temporary  cash   investments   with   creditworthy,   high  quality   financial
institutions.  The concentration of such deposits and temporary cash investments
is not  deemed  to create a  significant  risk to the LLC.  Accounts  receivable
represent amounts due from lessees in various  industries,  related to equipment
on operating and direct financing leases.

     The LLC records a provision for doubtful  accounts to provide for estimated
credit losses in its portfolio.  The allowance for doubtful accounts is based on
an  analysis  of  delinquency,  an  assessment  of overall  risk and a review of
historical loss  experience.  The LLC's write-off policy is based on an analysis
of the aging of the LLC's portfolio, a review of the non-performing  receivables
and leases,  and prior  collection  experience.  An account is fully reserved or
written off when the analysis  indicates  that the  probability of collection of
the account is remote.

LLC Activities During 2003 and 2002

     During the year ended  December 31, 2003,  the LLC invested  $24,185,297 in
cash for its share of purchased equipment subject to lease.

     During  the  first  quarter  2003,  the LLC  through a Joint  Venture  ICON
Aircraft  47820 LLC with an affiliate,  acquired a McDonnell  Douglas  DC-10-30F
aircraft subject to lease with Fedex  Corporation.  The LLC invested $307,655 in
the venture,  and paid $81,863 in acquisition fees to the Manager. The aggregate
purchase price for the aircraft paid by ICON 47820 was $27,287,644.  (See Note 4
to the consolidated financial statements.)

     During the second  quarter  2003,  the LLC acquired  various  manufacturing
equipment  for a purchase  price of $2,411,555  and paid $72,347 in  acquisition
fees  to the  Manager.  This  equipment  is  subject  to  lease  with  Metaldyne
Corporation  through  December  2009.  Also in the second  quarter 2003, the LLC
invested in a Double Kraft Paper Forming Tubing unit equipment  subject to lease
with Wildwood  Industries,  Inc.  through  January 2007 for  $1,350,000 and paid
acquisition fees of $40,500 to the Manager. In addition, equipment consisting of
microprocessor  manufacturing  devices  were  acquired  for a purchase  price of
$6,391,258 and paid the Manager acquisition fees of $191,738.  This equipment is
subject to lease with Advance Micro Devices, Inc. through June 2007.

     During the third  quarter  2003,  the LLC  acquired  various  semiconductor
memory  testing  equipment  for  $4,560,881  and paid the  Manager  $136,826  in
acquisition fees. This equipment is subject to lease with Advance Micro Devices,
Inc.  through June 2007. In addition,  equipment  subject to lease with Wildwood
Industries,  Inc., were acquired for $2,122,000 and acquisition  fees of $63,660
was paid to the Manager. The equipment consists of one High-End Paper Converting
Line, one Inline Trifold Finishing System,  and other  manufacturing  equipment.
This equipment is on lease through  September  2008. The LLC also acquired fifty
New Great Dane Trailers with Carrier Ultra  Refrigeration  Units for  $1,942,729
and paid the manager  $58,282 in acquisition  fees. This equipment is subject to
lease with Conwell Corporation  ("Conwell") a wholly-owned  subsidiary of Frozen
Foods Express Industries, Inc. through April 2010.

<PAGE>

                         ICON Income Fund Nine, LLC (A
                      Delaware Limited Liability Company)

                                December 31, 2003

     During the fourth  quarter  2003,  the LLC entered into an  agreement  with
Summit Asset  Management  Limited to acquire a 90% interest in the  unguaranteed
residual values of equipment on lease. The investment cost was $3,322,542 and an
acquisition fee of $1,131,461 was paid to the manager for the transaction.  Debt
associated  with the  equipment  portfolio  was  $34,390,025  at the time of the
investment (See Note 8 to the consolidated financial statements).

During 2002,  the LLC acquired a number of investments  that were  classified as
operating leases.

     The acquisitions were as follows:

(i)  A portfolio of leases  acquired  through a joint  venture  (ICON SPK 2023-A
     LLC), with an affiliate.

(ii) An Airbus A 340-313X through its 50% interest in ICON Aircraft 126 LLC.

(iii)An Airbus  A340-300ER  aircraft  through its interest in ICON  Aircraft 128
     LLC.

(iv) A  25  MW   co-generation   facility   acquired  through  a  joint  venture
     (ICON/Kenilworth LLC) with an affiliate.

(v)  Three car and truck carrying  vessels were acquired in the third quarter of
     2002 (ICON Trianon LLC, ICON Trinidad LLC and ICON Tancred LLC).

(vi) 434 railcars were acquired in November 2002 (ICON Railcar I LLC).

(vii)An aircraft was acquired  through a joint venture (ICON Aircraft 46835 LLC)
     with an affiliate.

Recent Accounting Pronouncement

     In April 2003, the FASB issued SFAS No. 149,  Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies
accounting for derivative instruments,  including certain derivative instruments
embedded in other contracts,  and for hedging activities under SFAS No. 133. The
Statement  requires that contracts with comparable  characteristics be accounted
for  similarly and clarifies  when a derivative  contains a financing  component
that warrants special  reporting in the statement of cash flows. SFAS No. 149 is
effective for contracts  entered into or modified after June 30, 2003, except in
certain circumstances,  and for hedging relationships  designated after June 30,
2003. The adoption of this standard did not have a material  effect on the LLC's
financial  position or results of operations.

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity. This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  in  its
statements   of  financial   position   certain   financial   instruments   with
characteristics  of both  liabilities  and equity.  It  requires  that an issuer
classify a financial  instrument  that is within its scope as a liability (or an
asset in some  circumstances)  because  that  financial  instrument  embodies an
obligation of the issuer. This Statement is effective for financial  instruments
entered into or modified  after May 31, 2003,  and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003,  except for
mandatorily   redeemable  financial  instruments  of  nonpublic  entities.   For


<PAGE>

                           ICON Income Fund Nine, LLC
                       (A Delaware Limited Liability LLC)

                                December 31, 2003

nonpublic  entities,  the effective  date of the provisions of SFAS No. 150 that
relate to mandatorily  redeemable financial  instruments has been deferred until
fiscal years that begin after  December 31, 2003.  The adoption of this standard
is not  expected to have a material  effect on the LLC's  financial  position or
results of operations. In January 2003, the FASB issued FIN 46, Consolidation of
Variable Interest  Entities,  an Interpretation of ARB No. 51. In December 2003,
the FASB issued a revision to FIN 46, or Revised Interpretation, to clarify some
of the  provisions  of FIN 46. FIN 46  provides  guidance  on how to  identify a
variable  interest entity,  or VIE, and determine when the assets,  liabilities,
non-controlling  interests,  and results of operations of a VIE must be included
in a  LLC's  consolidated  financial  statements.  A  LLC  that  holds  variable
interests  in an entity  is  required  to  consolidate  the  entity if the LLC's
interest  in the VIE is such that the LLC will  absorb a  majority  of the VIE's
expected  losses  and/or  receive a majority of the entity's  expected  residual
returns,  if any. VIEs created  after January 31, 2003,  but prior to January 1,
2004,  may be accounted for either based on the original  interpretation  or the
Revised Interpretations. However, the Revised Interpretations must be applied no
later than the first quarter of fiscal year 2004.  VIEs created after January 1,
2004 must be accounted for under the Revised Interpretations.  There has been no
material  impact  to the LLC's  financial  statements  and there is no  expected
impact from the  adoption of the  deferred  provisions  in the first  quarter of
fiscal year 2004.

     The LLC does  not  believe  that any  other  recently  issued,  but not yet
effective,  accounting  standards  will  have a  material  effect  on the  LLC's
financial position or results of operations.

Item 7A.  Qualitative and Quantitative Disclosures About Market Risk
          ----------------------------------------------------------

     The LLC is exposed to certain market risks,  including  changes in interest
rates and the demand for equipment (and the related residuals) owned by the LLC.
Except as discussed  below,  the LLC believes its exposure to other market risks
is significant to both its financial position and results of operations.

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

     The LLC manages its exposure to equipment  and residual  risk by monitoring
the equipment leasing market and maximizing re-marketing proceeds through either
re-leasing or sale of equipment.
<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                                December 31, 2003

Item 8.  Consolidated Financial Statements
         ----------------------------------

                          Index to Financial Statements


                                                                     Page Number
                                                                     -----------


Independent Auditors' Reports                                          15-16

Consolidated Balance Sheets as of  December 31, 2003 and 2002             17

Consolidated Statements of Operations for the Years Ended
 December 31, 2003 and 2002, and for the Period from July 11, 2001
 (date of inception) to December 31, 2001                                 18

Consolidated Statement of Changes in Members' Equity
 for the Period from July 11, 2001 (date of inception)
  to December 31, 2001 and the Year Ended December 31, 2003 and 2002      19

Consolidated Statements of Cash Flows for the Years Ended
 December 31, 2003 and 2002 and for the Period from July 11, 2001
 (date of inception) to December 31, 2001                              20-22

Notes to Consolidated Financial Statements                             23-36



<PAGE>







                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                        Consolidated Financial Statements

                                December 31, 2003

                   (With Independent Auditors' Report Thereon)

<PAGE>











                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


The Members
ICON Income Fund Nine, LLC

We have audited the accompanying  consolidated balance sheet of ICON Income Fund
Nine, LLC (a Delaware limited liability company) and subsidiaries as of December
31, 2003 and the  related  consolidated  statements  of  operations,  changes in
members'  equity  and cash  flows for the year then  ended.  These  consolidated
financial  statements  are  the  responsibility  of the  LLC's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  Unites  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of ICON Income Fund
Nine,  LLC and  subsidiaries  as of  December  31, 2003 and the results of their
operations  and their cash flows for the year then  ended,  in  conformity  with
accounting principles generally accepted in the United States of America.



/s/ Hays & Company LLP


March 19, 2003
New York, New York

<PAGE>

                          Independent Auditors' Report
                          ----------------------------

The Partners
ICON Income Fund Nine, LLC:

We have audited the accompanying  balance sheet of ICON Income Fund Nine, LLC (a
Delaware  limited  liability  company) as of  December  31, 2002 and the related
statements of operations,  members' equity, and cash flows of for the year ended
December 31, 2002 and for the period from July 11, 2001 (date of  inception)  to
December  31,   2001.   These   consolidated   financial   statements   are  the
responsibility  of the LLC's  management.  Our  responsibility  is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects the  financial  position of ICON Income Fund
Nine,  LLC as of December 31, 2002,  and the results of its  operations  and its
cash flows of for the year ended  December 31, 2002 and for the period from July
11, 2001 (date of inception) to December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America.

/s/KPMG LLP

March 26, 2003

<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                           Consolidated Balance Sheets

                           December 31, 2003 and 2002


<TABLE>
<CAPTION>

                                                                    2003                     2002
         Assets                                                     ----                     ----
        -------

<S>                                                           <C>                      <C>
Cash and cash equivalents                                     $        14,651,555      $    9,456,992

Investment in finance leases
   Minimum rents receivable                                            16,958,283                 -
   Estimated unguaranteed residual values                               1,693,570                 -
   Initial direct costs, net                                              410,719                 -
   Unearned income                                                     (3,462,258)                -
                                                              -------------------      --------------

  Net investment in finance leases                                     15,600,314                 -
                                                              -------------------      --------------

Investment in operating leases
   Equipment at cost                                                 203,216,185            203,025,329
Accumulated depreciation                                             (31,186,896)            (7,651,465)
                                                              -------------------      ----------------
                                                                     172,029,289            195,373,864
                                                              -------------------      ----------------

Investment in unguaranteed residual values                             4,454,003                   -
Investment in unconsolidated joint ventures                            3,954,634              3,367,129
Due from affiliates                                                      103,885                 36,994
Due from Manager                                                         289,422                   -
Other assets, net                                                      1,822,075              1,411,417
                                                              -------------------      ----------------

Total assets                                                  $      212,905,177       $    209,646,396
                                                              ===================      ================

         Liabilities and Members' Equity

Notes payable - non-recourse                                  $      134,463,196       $    156,955,116
Due to Manager                                                                -                  32,687
Accounts payable and other liabilities                                   476,253                236,549
Deferred income                                                               -                 759,569
Minority interest in consolidated joint ventures                       2,811,859              3,923,665
                                                              ------------------       ----------------
                                                                     137,751,308            161,907,586
                                                              ------------------       ----------------

Commitment and Contingencies

Members' equity
   Manager (one share outstanding,
      $1,000 per share original issue price)                            (115,985)               (26,797)
   Additional Members (98,991.003 and 57,929.604 shares
      outstanding, $1,000 per share original issue price)             75,269,854             47,765,607
                                                              ------------------       ----------------
   Total members' equity                                              75,153,869             47,738,810
                                                              ------------------       ----------------

Total liabilities and members' equity                         $      212,905,177       $    209,646,396
                                                              ==================       ================

</TABLE>


See accompanying notes to consolidated financial statements.

<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                      Consolidated Statements of Operations

         For the Years Ended December 31, 2003, 2002 and for the Period
           from July 11, 2001 (date of inception) to December 31, 2001




<TABLE>
<CAPTION>
                                                               2003                   2002              2001
                                                               ----                   ----              ----

Revenues

   <S>                                                     <C>                  <C>                <C>
   Rental income                                           $   34,320,268       $    11,362,566    $        -
   Finance income                                                 746,514                  -                -
   Interest income and other                                      225,937                46,787             -
   Net loss on sales of equipment                                  (2,753)                 -                -
   Income from investment in
     unconsolidated joint venture                                 197,986               124,228             -
                                                           --------------       ---------------     ------------

   Total revenues                                              35,487,952            11,533,581             -
                                                           --------------       ---------------     ------------

Expenses

   Depreciation                                                24,741,029             7,651,465             -
   Interest expense                                             8,040,778             2,855,092             -
   Management fees - Manager                                    1,897,722               604,003             -
   Administrative expense reimbursements - Manager                759,089               241,597             -
   General and administrative                                     699,436               503,375              324
   Amortization of initial direct costs                            94,354                  -                -
   Minority interest in consolidated
     joint venture                                                138,752               253,825             -
                                                           --------------       ---------------     ------------

Total expenses                                                  36,371,160            12,109,357              324
                                                           --------------       ---------------     ------------

Net loss                                                   $     (883,208)      $      (575,776)   $        (324)
                                                           ==============       ===============    =============

Net loss allocable to:
   Managing member                                         $       (8,832)      $        (5,758)   $          (3)
   Additional members                                            (874,376)             (570,018)            (321)
                                                           --------------       ---------------    -------------

                                                           $     (883,208)      $      (575,776)   $        (324)
                                                           ==============       ===============    =============

Weighted average number of additional
   member shares outstanding                                       90,813                29,023            2,043
                                                           ==============       ===============    =============

Net loss per weighted average
   additional member shares                                $        (9.63)      $        (19.64)   $       (0.16)
                                                           ==============       ===============    =============

</TABLE>





See accompanying notes to consolidated financial statements.
<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

              Consolidated Statement of Changes in Members' Equity

   For the Period from July 11, 2001 (date of inception) to December 31, 2001
                 and the Years Ended December 31, 2003 and 2002


<TABLE>
<CAPTION>

                                 Additional Members Distributions
                                 -------------------------------

                                      Return of    Investment         Additional      Managing
                                       Capital       Income             Members        Member           Total
                                       -------       ------             -------        ------           -----
                                  (Per weighted average share)


<S>                                   <C>           <C>                 <C>              <C>          <C>
Managing member's capital contribution                            $    -            $       1,000    $     1,000

Proceeds from issuance of additional
   Members' shares (2,834.024 shares)                                    2,834,024           -         2,834,024

Sales and offering expenses                                               (382,593)          -          (382,593)

Net loss                                                                      (321)           (3)           (324)
                                                                  ----------------  ------------     ------------

Balance at December 31, 2001                                             2,451,110           997       2,452,107

Proceeds from issuance of additional members'
   shares (55,095.58 shares)                                            55,095,580           -        55,095,580
55,095,580

Sales and offering expenses                                             (7,029,528)          -       (7,029,528)
(7,029,528)

Cash distributions
  to members                         $ 75.17       $       -           (2,181,537)      (22,036)     (2,203,573)

Net loss                                                                  (570,018)       (5,758)       (575,776)
                                                                  ---------------- -------------     ------------

Balance at December 31, 2002                                            47,765,607       (26,797)     47,738,810

Proceeds from issuance of additional members'
   shares (41,736.48 shares)                                            41,736,480          -         41,736,480

Sales and offering expenses                                             (4,781,018)         -         (4,781,018)

Cash distributions to members         $ 87.60       $       -           (7,955,313)       (80,356)    (8,035,669)

Additional members' shares redeemed                                       (621,526)                      (621,526)

Net loss                                                                  (874,376)       (8,832)       (883,208)
                                                                   ---------------- ------------     ------------


Balance at December 31, 2003                                       $    75,269,854  $   (115,985) $   75,153,869
                                                                   ===============  ============  ==============

</TABLE>


See accompanying notes to consolidated financial statements.

<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                      Consolidated Statements of Cash Flows

             For the Years Ended December 31, 2003, 2002 and for the
       Period from July 11, 2001 (date of inception) to December 31, 2001


<TABLE>
<CAPTION>


                                                                2003            2002                2001

<S>                                                           <C>               <C>              <C>
Cash flows from operating activities:
   Net loss                                                   $      (883,208)  $      (575,776) $            (324)
                                                              ---------------   ---------------  -----------------
   Adjustments to reconcile net loss to
     net cash provided by (used in) operating activities:
       Interest expense on non-recourse financing
          paid directly to lenders by lessees                       7,926,897         2,855,092              -
       Depreciation and amortization                               24,835,383         7,651,465              -
       Minority interest in consolidated joint ventures               138,752           253,825              -
       Income from investment in
         unconsolidated joint ventures                               (197,986)         (124,228)             -
       Rental income paid directly to lenders by lessees          (31,560,764)       (8,670,203)             -
       Net loss on sale of equipment                                    2,753                -               -
       Changes in operating assets and liabilities:
          Non-financed receivable                                   1,644,491                -                        -
         Due from affiliates                                          (66,891)          (36,994)             -
         Due from Manager                                            (322,109)           32,687              -
         Other assets, net                                            254,065        (1,411,417)             -
         Accounts payable and other liabilities                       239,704           236,549              -
          Deferred income                                            (105,939)          759,569              -
          Other                                                          -               (2,533)             -
                                                              ---------------   ---------------    ---------------

         Total adjustments                                          2,788,356         1,543,812              -
                                                              ---------------   ---------------    ---------------

Net cash provided by (used in) operating activities                 1,905,148           968,036               (324)
                                                              ---------------   ---------------    ---------------

Cash flows from investing activities:
   Investment in operating leases                                  (2,001,011)      (40,255,102)             -
   Investment in unconsolidated joint ventures                       (389,518)       (3,242,901)              -
   Cash received from escrow                                               -          1,650,000         (1,650,000)
   Proceeds from sales of equipment                                   433,617                 -              -
   Investment in finance leases                                   (17,340,765)                -              -
   Investment in unguaranteed residual values                      (4,454,003)                -              -
   Distribution to minority interest in
     consolidated joint ventures                                   (1,250,559)                -              -
                                                              ---------------   ---------------    ---------------

Net cash used in investing activities                             (25,002,239)      (41,848,003)        (1,650,000)
                                                              ---------------   ---------------    ---------------


</TABLE>



                                                        (continued on next page)

<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                Consolidated Statements of Cash Flows (continued)

             For the Years Ended December 31, 2003, 2002 and for the
       Period from July 11, 2001 (date of inception) to December 31, 2001


<TABLE>
<CAPTION>

                                                                     2003            2002               2001
                                                                     ----            ----               ----

<S>                                                                 <C>              <C>               <C>
Cash flows from financing activities:
   Managing member's capital contribution                                  -               -               1,000
   Issuance of additional membership shares
    net of offering expenses                                        36,955,462       48,066,052        2,453,964
   Minority interest contribution, net                                      -         3,669,840            -
   Cash distributions to members                                    (8,026,010)      (2,203,573)           -
   Repayment of notes payable - non-recourse debt                      (16,272)            -               -
   Redemption of additional members' shares                           (621,526)            -               -
                                                                  ------------     ------------     ------------

Net cash used in financing activities                               28,291,654       49,532,319        2,454,964
                                                                  ------------     ------------     ------------

Net increase in cash and cash equivalents                            5,194,563        8,652,352          804,640

Cash and cash equivalents at beginning of period                     9,456,992          804,640             -
                                                                  ------------     ------------     ------------

Cash and cash equivalents at the end of period                    $ 14,651,555     $  9,456,992     $    804,640
                                                                  ------------     ------------     ------------

</TABLE>























                                                        (continued on next page)

<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                Consolidated Statements of Cash Flows (continued)

             For the Years Ended December 31, 2003, 2002 and for the
       Period from July 11, 2001 (date of inception) to December 31, 2001

Supplemental Disclosures of Cash Flow Information
-------------------------------------------------

     For the years ended December 31, 2003 and 2002 and the period from July 11,
2001 (date of inception) to December 31, 2001,  non-cash activities included the
following:


<TABLE>
<CAPTION>

                                                                       2003             2002             2001
                                                                       ----             ----             ----

<S>                                                             <C>                <C>              <C>
Rental income assigned - operating lease receivables            $     31,560,764   $    8,670,203   $      -
Deferred income paid directly to lenders by lessees                   (1,158,219)           -            -
Principal and interest on non-recourse notes paid
 directly to lenders by lessees                                      (30,402,545)      (8,670,203)         -
                                                                ----------------   --------------   ------------


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


Fair value of equipment purchased for debt                      $         -        $  162,770,227   $      -
Non-recourse notes payable assumed in purchase price                      -          (162,770,227)         -
                                                                ----------------   --------------   ------------

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

Interest paid directly to lenders by lessees
  pursuant to non-recourse financing                            $      7,926,897   $    2,855,092   $      -
Other interest paid                                                      113,881              -            -
                                                                ----------------   --------------   ------------

   Total interest paid                                          $      8,040,778   $    2,855,092   $      -
                                                                ================   ==============   ============

</TABLE>


















See accompanying notes to consolidated financial statements.
<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                   Notes to Consolidated Financial Statements

  For the Years Ended December 31, 2003, 2002 and the Period From July 11, 2001
                 (inception of operations) to December 31, 2001

1.   Organization

     ICON Income Fund Nine,  LLC (the "LLC") was organized on July 11, 2001, and
operates in  accordance  with the terms of its Amended  and  Restated  Operating
Agreement  ("Operating  Agreement").  The LLC was formed as a  Delaware  limited
liability company with an initial capitalization of $1,000 by ICON Capital Corp.
(the "Manager") for one member share. The primary business purpose of the LLC is
to acquire  various types of equipment  subject to leases with third parties and
to make equipment  related  investments.  The LLC's maximum offering through the
issuance  of  additional  members  shares  is  $100,000,000.  The LLC  commenced
business  operations  on  December  18,  2001,  with the  admission  of  members
representing   1,249.91   additional   members'  shares  at  $1,000  per  share,
aggregating $1,249,910 of capital contributions. For the year ended December 31,
2002, members shares  representing  56,679.694  additional  members' shares were
admitted into the LLC with aggregate gross proceeds of $56,679,694, bringing the
total  admissions  at  December  31,  2002  to  57,929.604  shares   aggregating
$57,929,604 in capital  contributions.  During the year ended December 31, 2003,
members shares  representing  41,736.48  additional members shares were admitted
into the LLC with aggregate proceeds of $41,736,480 in capital  contribution and
675.081  shares were  redeemed  bringing the total  additional  member shares at
December  31, 2003 to  98,991.003,  shares  aggregating  $98,991,003  in capital
contributions (exclusive of the Manager's interest).

     The Manager is a  Connecticut  corporation,  and manages and  controls  the
business affairs of LLC's equipment,  leases and financing  transactions under a
management agreement with the LLC.

     The LLC is an equipment leasing income fund. The principal objective of the
LLC is to obtain  the  maximum  economic  return  from its  investments  for the
benefit of its  members.  To achieve  this  objective,  the LLC  intends to: (i)
acquire a diversified portfolio of low obsolescence  equipment having long lives
and high residual  values;  (ii) make monthly cash  distributions to its members
commencing  with each  member's  admission  to the LLC,  continuing  through the
reinvestment  period,  which will end no later than the eighth anniversary after
the final closing date; (iii) re-invest  substantially  all  undistributed  cash
from  operations  and cash from sales of equipment  and  financing  transactions
during  the  reinvestment  period;  and (iv)  sell  the  LLC's  investments  and
distribute the cash from sales of such  investments to its members after the end
of the reinvestment period.

     ICON Securities Corp., an affiliate of the Manager, receives or is entitled
to receive, a sales commission and underwriting fee from the gross proceeds from
sales of  additional  members  shares.  The Manager  receives  organization  and
offering expenses from the gross proceeds of such sales. The total  underwriting
compensation  paid  by  the  LLC,  including  underwriting  commissions,   sales
commissions,  incentive fees,  public offering  expense  reimbursements  and due
diligence  activities  is  limited  to 13.5% of gross  proceeds  up to the first
$25,000,000  raised,  12.5% of  gross  offering  proceeds  from  $25,000,001  to
$50,000,000   and  11.5%  of  gross  offering   proceeds  from   $50,000,001  to
$100,000,000.   At  December  31,  2003,  such  offering   expenses   aggregated
$12,202,234  paid to the Manager or its affiliates and were charged  directly to
members' equity.

     Profits,  losses, cash distributions and disposition proceeds are allocated
99% to the  members and 1% to the Manager  until each member has  received  cash
distributions and disposition proceeds sufficient to reduce its adjusted capital
contribution  account to zero and receive, in addition,  other distributions and
allocations  which  would  provide  an 8% per  annum  cumulative  return  on its
outstanding  adjusted  capital  contribution  account.   After  such  time,  the
distributions will be allocated 90% to the members and 10% to the Manager.
<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

             Notes to Consolidated Financial Statements - Continued

2.   Significant Accounting Policies

     Use of Estimates - The  preparation  of financial  statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities  at the date of the financial  statements and
revenues  and  expenses  during  the  reporting  period.  Significant  estimates
primarily include the allowance for doubtful accounts and unguaranteed  residual
values.  In addition,  management is required to disclose  contingent assets and
contingent liabilities. Actual results could differ from those estimates.

     Consolidation - The consolidated  financial statements include the accounts
of the LLC and its majority owned subsidiaries.  All inter-company  accounts and
transactions  have been  eliminated in  consolidation.  The LLC accounts for its
interests  in 50% or less  owned  joint  ventures  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.

     Cash  and  cash  equivalents  include  cash  in  banks  and  highly  liquid
investments with original maturity dates of three months or less. The LLC's cash
and cash  equivalents are held  principally at one financial  institution and at
times may exceed insured limits.

     Leases and Revenue  Recognition - Leases and Revenue  Recognition - The LLC
accounts  for owned  equipment  leased to third  parties as finance  leases,  or
operating leases,  as appropriate.  Initial direct costs are capitalized and are
amortized  over the terms of the related  leases  using  either the  interest or
straight-line methods.

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

     For  operating  leases,  equipment  is  recorded  and  depreciated  on  the
straight-line  method  over the lease term to its  estimated  residual  value at
lease termination and is subject to the LLC's impairment  policy.  Related lease
rentals are recognized on the straight line method over the lease terms.  Billed
and uncollected operating lease receivables are included in other assets.

     Impairment - Residual values of the LLC's asset portfolio are  periodically
reviewed to determine  whether events or changes in circumstances  indicate that
the carrying value of an asset may not be recoverable.  The events or changes in
circumstances  which generally  indicate that the residual value of an asset may
be impaired are (i) the estimated fair value of the underlying equipment is less
than the  LLC's  carrying  value or (ii) the  lessee is  experiencing  financial
difficulties  and it does not appear  likely that the  estimated  proceeds  from
disposition of the asset will be sufficient to satisfy the remaining  obligation
to the  non-recourse  lender and the LLC's residual  position.  Generally in the
latter  situation,  the residual  position relates to equipment subject to third
party  non-recourse  notes payable where the lessee remits their rental payments
directly  to the  lender and the LLC does not  recover  its  residual  until the
non-recourse note obligation is repaid in full.

     An  impairment  loss is  measured  and  recognized  only  if the  estimated
undiscounted  future cash flows of the asset are less than their net book value.
The  estimated  undiscounted  future  cash  flows  are the sum of the  estimated
residual  value of the asset at the end of the asset's  expected  holding period
and estimates of undiscounted  future rents.  The residual value assumes,  among
other things,  that the asset is utilized normally in an open,  unrestricted and
stable market. Short-term fluctuations in the market place

<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

             Notes to Consolidated Financial Statements - Continued

are disregarded  and it is assumed that there is no necessity  either to dispose
of a significant number of the assets simultaneously, if held in quantity, or to
dispose of the asset quickly.  Impairment is measured as the difference  between
the fair value of the assets and its carrying value on the measurement date.

     Investments in Estimated Unguaranteed Residual Values - The LLC carries its
investments in the future  estimated  unguaranteed  residual values of assets at
cost,  which is equal to or less than market value,  subject to the LLC's policy
relating to impairment review. Proceeds received are recognized as a recovery of
cost due to the uncertainty of ultimate realization. Proceeds received in excess
of cost are recognized as gains.

     Credit Risk - Financial  instruments  that  potentially  subject the LLC to
concentrations of credit risk include cash and cash equivalents,  direct finance
lease receivables and accounts receivable.  The LLC places its cash deposits and
temporary  cash   investments   with   creditworthy,   high  quality   financial
institutions.  The concentration of such deposits and temporary cash investments
is not  deemed  to create a  significant  risk to the LLC.  Accounts  receivable
represent amounts due from lessees in various  industries,  related to equipment
on operating and direct financing leases.

     The LLC records a provision for doubtful  accounts to provide for estimated
credit losses in its portfolio.  The allowance for doubtful accounts is based on
an  analysis  of  delinquency,  an  assessment  of overall  risk and a review of
historical loss  experience.  The LLC's write-off policy is based on an analysis
of the aging of the LLC's portfolio, a review of the non-performing  receivables
and leases,  and prior  collection  experience.  An account is fully reserved or
written off when the analysis  indicates  that the  probability of collection of
the account is remote.

     Fair Value of Financial  Instruments  - Statement  of Financial  Accounting
Standards  ("SFAS")  No.  107,  "Disclosures  About  Fair  Values  of  Financial
Instruments,"   requires   disclosures   about  the  fair  value  of   financial
instruments,   except  for  lease  related  assets  and  liabilities.   Separate
disclosure  of fair value  information  as of  December  31,  2003 and 2002 with
respect to the Partnership's  assets and liabilities is not separately  provided
since  (i)  SFAS No.  107  does not  require  fair  value  disclosures  of lease
arrangements and (ii) the carrying value of financial  assets,  other than lease
related  investments,  and the recorded  value of payables  approximates  market
value.

     Income Taxes - No provision for income taxes has been made as the liability
for such taxes is that of each of the  Members  rather  than the LLC.  The LLC's
income tax returns are subject to  examination  by the federal and state  taxing
authorities, and changes, if any could adjust the individual income taxes of the
partners.

     Recent Accounting  Pronouncements - In April 2003, the FASB issued SFAS No.
149,   Amendment  of  Statement  133  on  Derivative   Instruments  and  Hedging
Activities.  SFAS  No.  149  amends  and  clarifies  accounting  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts, and for hedging activities under SFAS No. 133. The Statement requires
that contracts with  comparable  characteristics  be accounted for similarly and
clarifies when a derivative contains a financing component that warrants special
reporting  in the  statement  of cash  flows.  SFAS  No.  149 is  effective  for
contracts  entered  into or  modified  after  June 30,  2003,  except in certain
circumstances, and for hedging relationships designated after June 30, 2003. The
adoption  of this  standard  did not have a  material  effect  on the  Company's
financial  position or results of operations.

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity. This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  in  its
statements of financial position certain

<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

             Notes to Consolidated Financial Statements - Continued

financial  instruments with  characteristics  of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a  liability  (or an  asset in some  circumstances)  because  that  financial
instrument embodies an obligation of the issuer. This Statement is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period  beginning  after June
15, 2003, except for mandatorily  redeemable financial  instruments of nonpublic
entities.  For nonpublic entities,  the effective date of the provisions of SFAS
No. 150 that relate to mandatorily  redeemable  financial  instruments  has been
deferred  until fiscal years that begin after December 31, 2003. The adoption of
this  standard  is not  expected  to have a  material  effect  on the  Company's
financial  position or results of  operations.


     In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities,  an  Interpretation of ARB No. 51. In December 2003, the FASB issued a
revision to FIN 46, or Revised Interpretation, to clarify some of the provisions
of FIN 46. FIN 46  provides  guidance  on how to  identify  a variable  interest
entity,  or VIE, and  determine  when the assets,  liabilities,  non-controlling
interests,  and results of  operations  of a VIE must be included in a company's
consolidated financial statements. A company that holds variable interests in an
entity is required to  consolidate  the entity if the company's  interest in the
VIE is such that the company will absorb a majority of the VIE's expected losses
and/or receive a majority of the entity's  expected  residual  returns,  if any.
VIEs  created  after  January  31,  2003,  but prior to January 1, 2004,  may be
accounted  for  either  based  on the  original  interpretation  or the  Revised
Interpretations.  However, the Revised  Interpretations must be applied no later
than the first  quarter of fiscal year 2004.  VIEs created after January 1, 2004
must be  accounted  for under  the  Revised  Interpretations.  There has been no
material impact to the Company's  financial  statements and there is no expected
impact from the  adoption of the  deferred  provisions  in the first  quarter of
fiscal year 2004.

     The Company does not believe that any other  recently  issued,  but not yet
effective,  accounting  standards  will have a material  effect on the Company's
financial position or results of operations.

3.       Related Party Transactions

     Fees  and  expenses  paid  or  accrued  by the  LLC to the  Manager  or its
affiliates  directly  or on  behalf  of joint  ventures  in which the LLC has an
interest  were as follows for the years ended  December 31,  2003,  2002 and the
period from July 11 (date of inception) to December 31,2001:

<TABLE>
<CAPTION>



                                                2003          2002          2001
                                                ----          ----          ----

<S>                                         <C>           <C>             <C>
Organization and offering expenses          $    626,083  $    1,521,620  $  325,913  Charged to equity
Underwriting commissions                         834,777       1,101,912      56,680  Charged to equity
Acquisition fees                                  58,282       5,662,617        -     Capitalized as part of
                                                                                       investment in operating leases
Acquisition fees                                 505,070               -        -     Capitalized as part of
                                                                                        investment in finance leases
Acquisition fees                                  81,863       1,117,901        -     Capitalized as part of
                                                                                        investment in joint venture
Acquisition fees                               1,131,461                -       -     Capitalized as part of
                                                                                        investment in
                                                                                          unguaranteed residual
Management fees                                1,897,723         604,003        -     Charged to operations
Administrative expense reimbursements            759,089         241,597        -     Charged to operations
                                            ------------  --------------  -----------

                                            $  5,894,348  $   10,249,650  $   382,593
                                            ============  ==============  ===========

</TABLE>


     In accordance with the terms of the Management Agreement,  the LLC pays the
Manager (i) management fees based on a percentage of rentals  received  (ranging


<PAGE>


                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

             Notes to Consolidated Financial Statements - Continued

from 1% to 7%) and  (ii)  acquisition  fees  based  on the  gross  value  of the
transactions   (3%).  In  addition,   the  General  Partner  is  reimbursed  for
administrative expenses incurred by it in connection with the LLC's operations.

     ICON Securities Corp., an affiliate of the Manager, receives or is entitled
to receive, a sales commission and underwriting fee from the gross proceeds from
sales of  additional  members  shares.  The Manager  receives  organization  and
offering expenses from the gross proceeds of such sales. The total  underwriting
compensation  paid  by  the  LLC,  including  underwriting  commissions,   sales
commissions,  incentive fees,  public offering  expense  reimbursements  and due
diligence  activities  is  limited  to 13.5% of gross  proceeds  up to the first
$25,000,000  raised,  12.5% of  gross  offering  proceeds  from  $25,000,001  to
$50,000,000   and  11.5%  of  gross  offering   proceeds  from   $50,000,001  to
$100,000,000.   At  December  31,  2003,  such  offering   expenses   aggregated
$12,202,234  paid to the Manager or its affiliates and were charged  directly to
members' equity.

     The LLC had a net  receivable  from the Manager of $289,422 at December 31,
2003 and had a payable  to the  Manager of $32,687  at  December,  31 2002.  The
receivable  at  December  31,  2003  was  due to a  decrease  in the  cost of an
investment  in  unguaranteed  residuals,  which  the  LLC  had  previously  paid
acquisition fees to the Manager based on the original investment.

4.   Joint Ventures

     The LLC and affiliates  formed five joint ventures  discussed below for the
purpose of acquiring and managing  various  assets.  The LLC and its affiliates,
entities in which ICON  Capital  Corp,  is also the general  partner  formed the
ventures  discussed  below for the purpose of  acquiring  and  managing  various
assets.  The LLC and its  affiliates  have identical  investment  objectives and
participate  on the  same  terms  and  conditions.  The LLC has a right of first
refusal to purchase the equipment, on a pro-rata basis, if any of the affiliates
desire to sell their interests in the equipment.

Consolidated Joint Ventures

     The  joint   ventures   described   below  are  owned  95%,  85%  and  51%,
respectively, and are consolidated in the financial statements of the LLC.

     ICON/Kenilworth LLC
     -------------------

     On September  30, 2002,  the LLC and ICON Income Fund Eight B, L.P.  ("Fund
Eight B") formed  ICON/Kenilworth  LLC for the  purpose of  acquiring  a natural
gas-fired 25 mw  co-generation  facility for a purchase  price of  $8,410,000 in
cash,  with an assumed  non-recourse  debt of $6,918,091  consisting of a senior
debt of $6,679,355 and a junior debt of $238,736.  The facility is on lease with
Energy  Factors  Kenilworth,  Inc.,  and the  lease  expires  in July  2004.  In
addition,  there was a total of $459,843 in acquisition fees paid to the Manager
as part of the acquisition  cost. The outstanding  non-recourse debt at December
31, 2003 was $2,882,521.

     The  LLC  and  Fund  Eight  B  have  ownership  interests  of 95%  and  5%,
respectively.  The LLC's consolidated  financial  statements include 100% of the
assets and  liabilities  of ICON  Kenilworth  LLC as well as 100% of the related
revenues and  expenses.  Fund Eight B's  interest is  accounted  for as minority
interest in consolidated joint venture on the LLC's consolidated  balance sheets
and statements of operations.

<PAGE>


                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

             Notes to Consolidated Financial Statements - Continued

     ICON Aircraft 46835 LLC
     -----------------------

     In 2002,  the LLC and Fund Eight B formed ICON  Aircraft  46835 LLC for the
purpose of acquiring an investment in a McDonnell Douglas DC-10-30F  aircraft on
lease to Fedex  Corporation.  The aircraft was acquired for a purchase  price of
$25,291,593,  which was funded with cash of  $3,000,000  and the  assumption  of
non-recourse debt in the amount of $22,291,593.  The rents and the aircraft have
been assigned to the  non-recourse  lender.  The lease is scheduled to expire in
March 2007, at which time the balance of the non-recourse  debt outstanding will
be approximately  $2,708,000.  At December 31, 2003, the outstanding  balance of
the  non-recourse  debt  was  $17,687,718.  In  addition,  there  was a total of
$758,748  in  acquisition  fees paid to the  Manager as part of the  acquisition
cost.

     The  LLC  and  Fund  Eight  B have  ownership  interests  of 85%  and  15%,
respectively.  The LLC's consolidated  financial  statements include 100% of the
assets and liabilities of ICON 46835 as well as 100% of the related revenues and
expenses.  Fund Eight B's  interest is  accounted  for as  minority  interest in
consolidated  joint  ventures  on the  LLC's  consolidated  balance  sheets  and
statements of operations.

     ICON SPK 2023-A LLC
     -------------------

     In 2002,  the LLC and  Fund  Eight B formed  ICON SPK  2023-A,  LLC for the
purpose of acquiring a portfolio of leases for an  aggregate  purchase  price of
$7,750,000 paid in cash.  $232,500 in acquisition  fees were paid to the Manager
as part of the  acquisition  cost.  The leases  expire on various  dates through
April 2008.  During the year ended December 31, 2003, the venture sold equipment
realizing a gain of $55,195.

     The  LLC  and  Fund  Eight  B have  ownership  interests  of 51%  and  49%,
respectively.  Fund Eight B's interest is accounted for as minority  interest in
consolidated  joint  venture  on  the  LLC's  consolidated  balance  sheets  and
statements of operations.

Unconsolidated Joint Ventures

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

ICON Aircraft 126 LLC
---------------------

     In 2002, the LLC and Fund Eight B formed ICON Aircraft 126 LLC ("ICON 126")
for the purpose of acquiring  all of the  outstanding  shares of Delta  Aircraft
Leasing Limited  ("D.A.L."),  a Cayman Islands registered  company,  which owns,
through an Owner Trust, an Airbus A340-313X aircraft which is on lease to Cathay
Pacific  through March 2006.  The stock was acquired for $4,250,000 in cash. The
aircraft is subject to non-recourse debt provided by unaffiliated lenders. As of
December 31, 2003,  there was  $63,041,374  outstanding  under the  non-recourse
debt.

     The LLC and Fund  Eight B each own a 50%  interest  in ICON  126.  ICON 126
consolidates  the financial  position and operations of D.A.L.  in its financial
statements.


     The  LLC's  original  investment  in  ICON  126 was  recorded  at a cost of
$3,242,901,  inclusive of related  acquisition  fees of  $1,117,901  paid to the
Manager.  Information as to the consolidated  financial  position and results of
operations  of ICON 126 as of and for the year ended  December 31, 2003 and 2002
are summarized below:

<PAGE>


                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

             Notes to Consolidated Financial Statements - Continued


                             For the Year Ended      For the Year Ended
                             December 31, 2003        December 31, 2002
                             -----------------        -----------------

Assets                        $    70,492,181          $    74,332,428
                              ===============          ===============

Liabilities                   $    63,351,443          $    67,598,170
                              ===============          ===============

Equity                        $     7,140,738          $     6,734,258
                              ===============          ===============

LLC's share of equity         $     3,570,369          $     3,367,129
                              ===============          ===============


                            For the Year Ended       For the Year Ended
                             December 31, 2003        December 31, 2002
                             -----------------        -----------------

Net income                    $       406,480          $       248,456
                              ===============          ===============

LLC's share of net income     $       203,240          $       124,228
                              ===============          ===============


     ICON Aircraft 47820 LLC
     -----------------------

     In 2003,  the LLC and Fund Eight B formed  ICON  Aircraft  47820 LLC ("ICON
47820") for the  purpose of  acquiring  an  investment  in a  McDonnell  Douglas
DC-10-30F on lease to Federal Express Corporation. The aircraft was acquired for
a purchase  price of  $27,287,644,  which was funded with cash of $3,076,564 and
the assumption of non-recourse debt in the amount of $24,211,080.  The rents and
the  aircraft  have  been  assigned  to the  non-recourse  lender.  The lease is
scheduled to expire in March 2007 at which time the balance of the  non-recourse
debt  outstanding  will be  approximately  $2,916,523.  As of December 31, 2003,
there was $19,052,617 outstanding under the non-recourse debt.

     The  LLC  and  Fund  Eight  B have  ownership  interests  of 10%  and  90%,
respectively.  Fund Eight B consolidates  the financial  position and results of
operations of ICON Aircraft 47820 in its consolidated financial statements.

     The LLC's  original  investment  in ICON  47820 was  recorded  at a cost of
$389,518,  inclusive of related acquisition fees of $81,863 paid to the Manager.
Information as to the financial position and results of operations of ICON 47820
as of December 31, 2003 is summarized below:

                                         December 31, 2003
                                         -----------------

  Assets                                  $    23,616,075
                                          ===============

  Liabilities                             $    19,773,426
                                          ===============

  Equity                                  $     3,842,649
                                          ===============

  LLC's share of equity                   $       384,265
                                          ===============

                                        For the Period Ended
                                          December 31, 2003
                                          -----------------

  Net loss                                $       (52,544)
                                          ===============

  LLC's share of net loss                 $        (5,254)
                                          ===============

<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)
             Notes to Consolidated Financial Statements - Continued

5.   Investment In Consolidated Subsidiaries

     ICON Aircraft 128 LLC
     ---------------------

     In 2002,  the LLC formed ICON Aircraft 128, LLC ("ICON  Aircraft  128") for
the purpose of acquiring 53% (with options to acquire the remaining  47%) of the
outstanding  shares of HXO Aircraft  Leasing Limited  ("HXO"),  a Cayman Islands
registered  company,  which owns,  through an Owner Trust, an Airbus  A340-300ER
aircraft on lease to Cathay  Pacific  through June 2006.  The stock was acquired
for $2,250,000 in cash. The LLC also paid $2,041,243 in acquisition  fees to the
Manager as a result of the acquisition.

     Subsequent  to the original  acquisition,  ICON  Aircraft 128 exercised its
options and acquired the remaining 47% interest from HXO for  $2,028,000 in cash
and paid additional acquisition fees of $30,840 to the Manager.

     The aircraft owned by HXO is subject to  non-recourse  debt to unaffiliated
lenders.  As of December 31, 2003, there was $57,617,477  outstanding  under the
non-recourse  debt. ICON Aircraft 128  consolidates  the financial  position and
results of operations of HXO in its consolidated financial statements.

ICON Railcar I LLC
------------------

     In  November  2002,  the LLC formed  ICON  Railcar I LLC for the purpose of
acquiring a total of 434 coal  gondola  railcars for a total  purchase  price of
$5,667,220,  which was funded  with cash of  $1,227,886  and the  assumption  of
non-recourse debt in the amount of $4,439,334  subject to two separate leases as
follows:


(i)  324 railcars  were on lease to Texas Genco LP. The rents and railcars  have
     been assigned to the non-recourse  lender. The lease is scheduled to expire
     in  2007 at  which  time  the  balance  of the  non-recourse  debt  will be
     approximately  $1,603,000.  In  addition,  there was a total of $132,727 in
     acquisition  fees paid to the  Manager  as part of the  acquisition.  As of
     December 31, 2003, there was $2,981,560  outstanding under the non-recourse
     debt.  During the year ended  December 31, 2003, the LLC sold eleven of the
     railcars to the lessee  based upon an early  termination  provision  due to
     damages. The LLC recognized a loss of $57,051 in connection with the sale.

(ii) 110 railcars were on lease to Trinity Rail  Management,  Inc. The rents and
     railcars  have  been  assigned  to the  non-recourse  lender.  The lease is
     scheduled  to expire in 2010 at which time the balance of the  non-recourse
     debt will be  approximately  $387,000.  In  addition,  there was a total of
     $37,290 in acquisition fees paid to the Manager as part of the acquisition.
     As of  December  31,  2003,  there  was  $1,043,785  outstanding  under the
     non-recourse  debt.  Subsequent  to the  acquisition,  the LLC was refunded
     $14,630,  which was recorded as a reduction to the acquisition  cost of the
     equipment purchased.


<PAGE>


                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

             Notes to Consolidated Financial Statements - Continued

     ICON Trianon LLC, ICON Trinidad LLC, ICON Tancred LLC
     -----------------------------------------------------

     In 2002,  the LLC formed  ICON  Trianon  LLC,  ICON  Trinidad  LLC and ICON
Tancred LLC  (collectively  known as "Wilhelmsen")  for the purpose of acquiring
three car and truck  carrying  vessels for $9,690,060 in cash and the assumption
of non-recourse  debt in the amount of  $64,329,764.  The vessels are subject to
lease with Wilhelmsen Lines Shipowning,  a wholly-owned  subsidiary of Wallenius
Wilhelmsen  Lines ASA, and the leases expire in December 2008. In addition,  the
LLC  paid  $2,220,595  in  acquisition  fees  to  the  Manager  as  part  of the
acquisition.  As of December 31, 2003, there was $52,317,126  outstanding  under
the non-recourse debt.

6.  Finance Lease Receivables

     During the second quarter 2003, the LLC invested $10,457,398  (inclusive of
acquisition  fees) in  equipment  subject  to leases  with  third  parties.  The
equipment  consists of a Double Kraft Paper Forming  Tubing Unit,  semiconductor
testing devices and lathes, presses and robotic manufacturing equipment on lease
to  Wildwood   Industries  Inc.,  Advance  Micro  Devices  Inc.,  and  Metaldyne
respectively.  The leases are schedule to expire  January 2007,  June 2007,  and
December 2009, respectively.

     During the third  quarter  2003,  the LLC invested  $6,883,367 in equipment
subject to lease with third  parties.  The equipment  consists of a Double Kraft
Paper  Forming  Tubing,  and a high End Paper  Converting  Line both on lease to
Wildwood Industries,  Inc. for $2,185,660 in cash. In addition, the LLC acquired
additional  semiconductor  testing  devices  which are on lease to Advance Micro
Devices, Inc. for $4,697,707. These leases are schedule to expire September 2008
and June 2007, respectively. Acquisition fees paid to the Manager as a result of
these acquisitions amounted to $505,070.


     Non-cancelable minimum annual rental amounts due from finance leases are as
follows:

                    Year Ending
                    December 31,
                    -----------

                     2004               4,633,147
                     2005               4,437,399
                     2006               4,437,399
                     2007               2,646,887
                     2008                 803,451
                                       ----------

                                       16,958,283
                                       ==========


7.   Investment in Operating Leases

     During 2003,  the LLC invested  $1,942,729  and paid $58,282 in acquisition
fees to the  Manager  for the  acquisition  of fifty  Great Dane  trailers  with
Carrier Ultra Refrigeration units on lease with Frozen Foods Industries, Inc.

     During 2002, the LLC acquired a number of investments  that were classified
as operating leases.

<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

             Notes to Consolidated Financial Statements - Continued

     The acquisitions were as follows:

(i)  A portfolio of leases  acquired  through a joint  venture  (ICON SPK 2023-A
     LLC), with an affiliate.

(ii) An Airbus A 340-313X through its 50% interest in ICON Aircraft 126 LLC.

(iii)An Airbus  A340-300ER  aircraft  through its interest in ICON  Aircraft 128
     LLC.

(iv) A  25  MW   co-generation   facility   acquired  through  a  joint  venture
     (ICON/Kenilworth LLC) with an affiliate.

(v)  Three car and truck carrying  vessels were acquired in the third quarter of
     2002 (ICON Trianon LLC, ICON Trinidad LLC and ICON Tancred LLC).

(vi) 434 railcars were acquired in November 2002 (ICON Railcar I LLC).

(vii)An aircraft was acquired  through a joint venture (ICON Aircraft 46835 LLC)
     with an affiliate.

<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

             Notes to Consolidated Financial Statements - Continued

     The investment in operating leases at December 31, 2003 and 2002 consist of
the following:


<TABLE>
<CAPTION>

                                                        2003                     2002
                                                        ----                     ----

  <S>                                            <C>                       <C>
  Equipment at cost, beginning of year           $       203,025,329       $         -
  Acquisitions                                             1,942,729               197,111,544
  Initial direct costs                                        58,282                 5,913,785
  Dispositions                                            (1,810,155)                -
                                                 -------------------       -------------------
  Equipment at cost, end of year                         203,216,185               203,025,329
                                                 -------------------       -------------------

  Accumulated depreciation, beginning of year             (7,651,465)                -
  Depreciation                                           (24,741,029)               (7,651,465)

  Accumulated depreciation on dispositions                 1,205,598                 -
                                                 -------------------       -------------------

  Accumulated depreciation, end of year                  (31,186,896)               (7,651,465)
                                                 -------------------       -------------------

  Investment in operating leases, end of year    $       172,029,289       $       195,373,864
                                                 ===================       ===================

</TABLE>



     Non-cancelable  minimum  annual rental  amounts  receivable  from operating
leases are as follows:

                           Year
                   Ending December 31,
                   --------------------
                           2004                      $     31,534,464
                           2005                            27,895,689
                           2006                            23,251,456
                           2007                            15,982,035
                           2008                             9,711,100
                                                     ----------------

                                                     $    108,374,744
                                                     ================

8.   Investment in Unguaranteed Residual Values

     On December 31, 2003,  the LLC entered into an agreement  with Summit Asset
Management  (a United  Kingdom  based  company) to acquire a 90% interest in the
unguaranteed residual values of certain equipment on lease to lessees located in
the United  Kingdom.  The equipment  consists of  manufacturing  and  technology
equipment.  The LLC's investment return is contingent upon the residual value of
the equipment after repayment of associated debt. The LLC invested $4,454,003 in
cash, inclusive of $1,131,461 of acquisition fees paid to the Manager.

9.   Notes Payable - Non-Recourse

     Notes payable  non-recourse  at December 31, 2003  consists of  $52,317,126
attributable  to ICON  Trianon  LLC,  ICON  Trinidad  LLC and ICON  Tancred LLC,
$57,617,477 attributable to ICON 128, $17,687,718 attributable to ICON 46835 and
$6,840,875  attributable to other  acquisitions.  The notes carry fixed interest
rates ranging from 4.04% to 10.61%.  Rental payments from leases associated with
the equipment  that were acquired  assuming such debts have been assigned to the
lender with the underlying equipment as collateral.


<PAGE>


                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

             Notes to Consolidated Financial Statements - Continued

     Notes payable  non-recourse  at December 31, 2002  consists of  $61,948,272
attributable  to ICON  Trianon  LLC,  ICON  Trinidad  LLC and ICON  Tancred LLC,
$60,070,552 attributable to ICON 128, $22,301,599 attributable to ICON 46835 and
$10,634,693  attributable to other acquisitions.  The notes carry fixed interest
rates ranging from 4.04% to 10.61%$

     Principal maturities of the notes are as follows:

                      Year Ending                    Non-recourse
                      December 31,                       Debt
                      ------------                       ----

                           2004                $     23,361,896
                           2005                      21,515,720
                           2006                      63,836,304
                           2007                      16,101,943
                           2008                       9,647,333
                                               ----------------
                           Total               $    134,463,196
                                               ================

     On May 30 2002,  certain  affiliated funds entered into a $17,500,000 joint
and several line of credit  agreement  dated as of May 30, 2002.  They were ICON
Income  Fund Eight A L.P.,  ICON  Income  Fund  Eight B L.P.  and ICON Cash Flow
Partners L.P. Seven (the "Initial Funds"),  with Comerica Bank as lender.  Under
the terms of the agreement,  the Initial Funds may borrow at a rate equal to the
Comerica Bank base rate plus 1%  (together,  5.00% at December 31, 2003) and all
borrowings are to be jointly and severally  collateralized by the present values
of rents  receivable and equipment  owned by all of the Initial Funds sharing in
the joint line of credit.  On December 12, 2002,  the  agreement  was amended to
admit the LLC,  collectively  along with the Initial Funds (the  "Funds"),  as a
borrower sharing the $17,500,000 joint line of credit agreement.  The Funds have
entered into a  Contribution  Agreement,  dated as of May 30,  2002,  as amended
December 12, 2002,  pursuant to which the Funds have agreed to  restrictions  on
the amount and the terms of their respective borrowings under the line of credit
in order  to  minimize  the  risk  that a Fund  would  not be able to repay  its
allocable  portion of the  outstanding  revolving  loan  obligation at any time,
including  restrictions  on any Fund borrowing in excess of the lesser of (A) an
amount  each  Fund  could  reasonably  expect  to  repay  in one year out of its
projected  free cash  flow,  or (B) the  greater of (i) the  Borrowing  Base (as
defined in the line of credit  agreement) as applied to such Fund,  and (ii) 50%
of the net worth of such Fund. The Contribution  Agreement provides that, in the
event a Fund pays an amount under the agreement in excess of its allocable share
of the obligation  under the agreement  whether by reason of an Event of Default
or otherwise,  the other Funds will immediately  make a contribution  payment to
such Fund in such amount that the  aggregate  amount paid by each Fund  reflects
its allocable share of the aggregate obligations under the agreement.

     The Funds'  obligations to each other under the Contribution  Agreement are
collateralized by a subordinate lien on the assets of each  participating  Fund.
The line of credit was extended for twelve  additional  months  expiring May 31,
2004. As of December 31, 2003, the LLC had nothing  outstanding  under the line.
Aggregate  borrowing by all Funds under the line of credit agreement  aggregated
$12,779,986 on December 31, 2003.

<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

             Notes to Consolidated Financial Statements - Continued

10.  Selected Quarterly Financial Data (Unaudited)

     The following table is a summary of selected  financial data by quarter for
the years ended December 31, 2003 and 2002:


<TABLE>
<CAPTION>


                                                                            For the Quarters Ended
                                                                            ----------------------

                                                 March 31,       June 30,        September 30,      December 31,
                                                 ---------       --------        -------------      ------------

2003
         <S>                                 <C>               <C>              <C>               <C>
         Revenues                            $   8,748,027     $  8,746,486     $   8,950,551     $    9,042,888
                                             =============     ============     =============     ==============

        Net income (loss) allocable to
           additional members                $    (594,184)    $   (363,342)    $    (152,471)    $      226,789
                                             ==============    ============     =============     ==============

         Net income (loss) per weighted
           average additional member
            share                            $      (8.76)     $     (3.76)     $      (1.54)     $          4.33
                                             =============     ============     =============     ==============

</TABLE>

<TABLE>
<CAPTION>


                                                                            For the Quarters Ended
                                                                            ----------------------

                                                 March 31,       June 30,        September 30,      December 31,
                                                 ---------       --------        -------------      ------------

2002
         <S>                                 <C>               <C>              <C>               <C>
         Revenues                            $     652,023     $    739,312     $   2,878,634     $    7,263,612
                                             =============     ============     =============     ==============

         Net income (loss) allocable to
           additional members                $     159,266     $    (93,271)    $    (207,849)    $     (428,164)
                                             =============     ============     =============     ==============

         Net income (loss) per weighted
           average additional member
            share                            $      16.40      $      (4.27)    $      (6.00)     $       (25.77)
                                             =============     ============     =============     ==============


</TABLE>


11.   Tax Information (Unaudited)

     The following table reconciles net loss for financial  statement  reporting
purposes to loss for federal  income tax reporting  purposes for the years ended
December 31, 2003 and 2002:


<TABLE>
<CAPTION>

                                                               2003                  2002
                                                               ----                  ----

<S>                                                       <C>                  <C>
Net loss for financial statement reporting purposes       $   (883,208)        $    (575,776)

Difference due to:

      Direct finance leases and financings                   1,646,099                 -
      Depreciation expense                                   5,047,682             4,927,840
      (Gain) loss on sale of equipment                          27,121                 -
      Interest expense - consolidated joint venture          3,498,228             1,829,398
      Rent - consolidated joint venture                     (8,316,900)           (8,168,089)
      Tax gain from joint venture                           (3,031,139)              184,747
      Other                                                    896,295               935,891
                                                          ------------         -------------

Loss for federal income tax reporting purposes            $ (1,115,822)        $    (865,989)
                                                          ============         =============

</TABLE>
<PAGE>


                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

             Notes to Consolidated Financial Statements - Continued

     As of  December  31,  2003,  the total  equity  included  in the  financial
statements was $75,153,869  compared to the capital  accounts for federal income
tax reporting purposes of $7,008,303. The difference arises primarily from sales
and offering expenses reported as a reduction in the additional members' capital
accounts for financial  statement  reporting purposes but not for federal income
tax reporting purposes as well as the temporary difference described above.
<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                                December 31, 2003

     Item 9. Changes in and  Disagreements  with  Accountants  on Accounting and
Financial Disclosure

     The information required by Item 304 of Regulation S-K was filed as part of
the LLC's 2002 Reports on Form 8-K filed on May 6, 2003.

Item 9a.  Control and Procedures
          ----------------------

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

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

PART III

Item 10.  Directors and Executive Officers of the Registrant's Manager
          ------------------------------------------------------------

     The Manager, a Connecticut  corporation,  was formed in 1985. The Manager's
principal offices are located at 100 Fifth Avenue, New York, New York 10011, and
its  telephone  number is (212)  418-4700.  The  officers  of the  Manager  have
extensive  experience  with  transactions  involving the  acquisition,  leasing,
financing and  disposition  of equipment,  including  acquiring and disposing of
equipment subject to leases and full financing transactions.

     The manager of the LLC's business is the Manager. The Manager is engaged in
a broad range of equipment leasing and financing  activities.  Through its sales
representatives and through various broker  relationships  throughout the United
States, the Manager offers a broad range of equipment leasing services.

     The Manager  performs certain  functions  relating to the management of the
equipment of the LLC. 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.

<PAGE>






                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                                December 31, 2003

     The officers and directors of the Manager are as follows:

Beaufort J.B. Clarke          Chairman, Chief Executive Officer and Director

Paul B. Weiss                 President and Director

Thomas W. Martin              Executive Vice President and Director


     Beaufort J.B. Clarke,  age 57, has been Chairman,  Chief Executive  Officer
and  Director of the  Manager  since 1996.  Prior to his present  position,  Mr.
Clarke was  founder and the  President  and Chief  Executive  Officer of Griffin
Equity  Partners,  Inc. Mr.  Clarke  formerly was an attorney  with Shearman and
Sterling  and has over 20 years of senior  management  experience  in the United
States leasing industry.

     Paul B. Weiss, age 43, is President and Director of the Manager.  Mr. Weiss
has  been  exclusively  engaged  in  lease  acquisitions  since  1988  from  his
affiliations with the Manager since 1996,  Griffin Equity Partners (as Executive
Vice  President  from  1993-1996);  Gemini  Financial  Holdings  (as Senior Vice
President-Portfolio Acquisitions from 1991-1993) and Pegasus Capital Corporation
(as Vice President-Portfolio  Acquisitions from 1988-1991). He was previously an
investment banker and a commercial banker.

     Thomas W. Martin, age 50, has been Executive Vice President and Director of
the  Manager  since  1996.  Prior to his present  position,  Mr.  Martin was the
Executive Vice President and Chief Financial Officer of Griffin Equity Partners,
Inc.  (1993-1996),  Gemini  Financial  Holdings (as Senior Vice  President  from
1992-1993)  and Chancellor  Corporation  (as Vice  President-Syndication's  from
1985-1992).  Mr.  Martin  has 18 years of senior  management  experience  in the
leasing business.

Item 11.  Executive Compensation

     The LLC has no directors or officers.  The Manager and its affiliates  were
paid or accrued  the  following  compensation  and  reimbursement  for costs and
expenses for the years ended December 31, 2003 and 2002.



<TABLE>
<CAPTION>


        Entity             Capacity               Type of Compensation                2003           2002
        ------             --------               --------------------                ----           ----
<S>                                                                               <C>            <C>
ICON Capital Corp.         Manager              Organization and
                                                  offering expenses               $     626,083  $   1,521,620

ICON Securities Corp.      Dealer-Manager       Underwriting commissions                834,777      1,101,912
ICON Capital Corp.         Manager              Acquisition fees                      1,776,677      6,780,518
ICON Capital Corp.         Manager              Management fees                       1,897,722        604,003
ICON Capital Corp.         Manager              Administrative expense
                                                  reimbursements                        759,089        241,597
                                                                                  -------------  -------------

                                                                                  $   5,894,348  $  10,249,650
                                                                                  =============  =============
</TABLE>


     In accordance with the terms of the Management Agreement,  the LLC pays the
Manager  management fees based on a percentage of rentals received (ranging from
1% to 7%). In addition, the Manager is reimbursed for expenses incurred by it in
connection with the LLC's operations.  The Manager also has a 1% interest in the
profits and distributions of the LLC.

<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                                December 31, 2003

     Item 12. Security Ownership of Certain Beneficial Owners and Management

(a)  No person of record owns, or is known by the LLC to own beneficially,  more
     than 5% of any class of securities of the LLC.

(b)  As of March 30, 2004,  Directors and Officers of the Manager do not own any
     equity securities of the LLC.

(c)  The Manager owns the equity  securities  of the LLC as of December 31, 2003
     set forth in the following table:

      Title                            Amount Beneficially             Percent
    of Class                                  Owned                   of Class
    --------                                  -----                   --------

Manager interest       represents initially a 1% and potentially a       100%
                       10% interest in the LLC's income, gain
                       and loss deductions.

Member Share           one member share                                   .04%

Item 13.  Certain Relationships and Related Transactions
          ---------------------------------------------

     None other than those disclosed in Item 11 herein.

Item 14.  Principal  Accountant Fees and Services
          ---------------------------------------

                            2003           2002         Description
                         ----------    ----------       -----------

Audit fees                   19,500            -        Audit
Audit related fees            -                -
Tax fees                      2,525            -        Tax compliance
All other fees                -                -
                         ----------    ----------
Total                        22,025            -
                         ==========    ==========

PART IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
          ---------------------------------------------------------------

(a)  1.  Financial Statements - See Part II, Item 8 hereof.

     2.  Financial Statement Schedule - None.

          Schedules  not listed  above have been  omitted  because  they are not
          applicable or are not required or the  information  required to be set
          forth therein is included in the consolidated  Financial Statements or
          Notes thereto.

3.       Exhibits - The following exhibits are incorporated herein by reference:

     (i) Amended and Restated Operating  Agreement of ICON Income Fund Nine, LLC
     (Incorporated by reference to Exhibit A to pre-effective Amendment No. 1 to
     Form S-1  Registration  Statement  filed with the  Securities  and Exchange
     Commission dated October 12, 2001).

<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                                December 31, 2003

(ii) Certificate of Limited Liability Company  (Incorporated herein by reference
     to Exhibit 4.3 to pre-effective Form S-1 Registration  Statement filed with
     the Securities and Exchange Commission dated August 15, 2001).

(iii)Loan and  Security  Agreement

 (iv) First Amendment to Loan and Security Agreement

     (b) Reports on Form 8-K

     None

     (c) Exhibits

          31.1 Rule 13a-14(a)/15d-14(a) certifications

          31.2 Rule 13a-14(a)/15d-14(a) certifications

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

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

<PAGE>

                           ICON Income Fund Nine, LLC
                     (A Delaware Limited Liability Company)

                                December 31, 2003


                                   SIGNATURES

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

                                ICON Income Fund Nine, LLC
                                File No. 333-67638 (Registrant)
                                By its Manager, ICON Capital Corp.


Date: March 30, 2004            /s/ Beaufort J.B. Clarke
                                ---------------------------------------
                                Beaufort J.B. Clarke
                                Chairman, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacity and on the dates indicated.

ICON Capital Corp.
sole Manager of the Registrant

Date:  March 30, 2004       /s/ Beaufort J.B. Clarke
                            -------------------------------------------
                            Beaufort J.B. Clarke
                            Chairman, Chief Executive Officer and Director


Date:  March 30, 2004       /s/ Paul B. Weiss
                            -------------------------------------------
                            Paul B. Weiss
                            President and Director


Date:  March 30, 2004       /s/ Thomas W. Martin
                            -------------------------------------------
                            Thomas W. Martin
                            Executive Vice President and Director
                            (Principal Financial and Accounting Officer)



Supplemental  Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrant Which have not Registered  Securities Pursuant to
Section 12 of the Act

No annual report or proxy material has been sent to security holders.  An annual
report  will  be  sent  to the  members  and a copy  will  be  forwarded  to the
Commission.
<PAGE>

Exhibit 31.1 Principal Executive Officer  Certification  Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

                              Certifications - 10-K
                              ---------------------

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

1.   I have  reviewed  this annual report on Form 10-K of ICON Income Fund Nine,
     LLC (the "LLC");

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge,  the  consolidated  financial  statements  and other
     financial information included in this annual report, fairly present in all
     material  respects  the  consolidated   financial  condition,   results  of
     operations  and cash flows of the  registrant  as of, and for,  the periods
     presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this annual report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures  and presented in this annual  report our  conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this annual  report based on such
          evaluation; and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

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

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

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

Dated:  March 30, 2004

/s/ Beaufort J.B. Clarke
-----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
Manager of ICON Income Fund Nine, LLC

<PAGE>


Exhibit 31.2 Principal Executive Officer  Certification  Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

                              Certifications - 10-K
                              ---------------------

I, Thomas W. Martin, certify that:

1.   I have  reviewed  this annual report on Form 10-K of ICON Income Fund Nine,
     LLC (the "LLC");

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge,  the  consolidated  financial  statements  and other
     financial information included in this annual report, fairly present in all
     material  respects  the  consolidated   financial  condition,   results  of
     operations  and cash flows of the  registrant  as of, and for,  the periods
     presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this annual report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures  and presented in this annual  report our  conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this annual  report based on such
          evaluation; and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

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

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

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

Dated:  March 30, 2004

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



<PAGE>


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

EXHIBIT 32.1

     I,  Beaufort  J.B.  Clarke,  Chairman and Chief  Executive  Officer of ICON
Capital  Corp,  the Manager of the LLC in  connection  with the Annual Report of
ICON Income Fund Nine,  LLC (the "LLC") on Form 10-K for the year ended December
31,  2003,  as filed with the  Securities  and Exchange  Commission  on the date
hereof  (the  "Annual  Report")   certify,   pursuant  to  Section  906  of  the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

     (1)  the Annual  Report fully  complies  with the  requirements  of Section
          13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m);
          and

     (2)  the information contained in the Annual Report fairly presents, in all
          material respects,  the financial  condition and results of operations
          of the LLC

Dated:  March 30, 2003




 /s/ Beaufort J.B. Clarke
 ------------------------------------------------------
 Beaufort J.B. Clarke
 Chairman and Chief Executive Officer
 ICON Capital Corp.
 Manager of ICON Income Fund Nine, LLC



<PAGE>

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

EXHIBIT 32.1

     I, Thomas W. Martin,  Executive  Vice  President  (Principal  Financial and
Accounting  Officer) of ICON Capital Corp,  the Manager of the LLC in connection
with the Annual  Report of ICON Income  Fund Nine,  LLC (the "LLC") on Form 10-K
for the year ended  December 31, 2003, as filed with the Securities and Exchange
Commission on the date hereof (the "Annual Report") certify, pursuant to Section
906 of the  Sarbanes-Oxley  Act of 2002,  that to the best of my  knowledge  and
belief:

(1)  the Annual Report fully complies with the  requirements of Section 13(a) or
     15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

(2)  the  information  contained in the Annual  Report fairly  presents,  in all
     material respects, the financial condition and results of operations of the
     LLC


Dated:  March 30, 2003




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





<PAGE>

                               SECOND AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT



     This SECOND AMENDMENT TO LOAN AND SECURITY  AGREEMENT (the  "Amendment") is
made as of April 9, 2003 by and between ICON Cash Flow  Partners L.P.  Seven,  a
Delaware  limited  partnership  ("Borrower 1"), ICON Income Fund Eight A L.P., a
Delaware  limited  partnership  ("Borrower 2"), ICON Income Fund Eight B L.P., a
Delaware limited  partnership  ("Borrower 3"), and ICON Income Fund Nine, LLC, a
Delaware limited liability  company  ("Borrower 4" and together with Borrower 1,
Borrower  2  and  Borrower  3,  "Borrower"),  on  the  one  hand,  and  Comerica
Bank-California, a California banking corporation ("Lender"), on the other hand,
with respect to the Loan and Security  Agreement,  dated as of May 30, 2002, and
the First  Amendment  to Loan and  Security  Agreement,  dated as of December 1,
2002,  entered into by Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Lender
(as  amended  and  modified   through  but  excluding   the  date  hereof,   the
"Agreement")."

                                    RECITALS

          WHEREAS, Borrower and Lender entered into the Agreement;

          WHEREAS,  Borrower 1, Borrower 2 and Borrower 3 violated a covenant in
     the  Agreement by each failing to earn a net profit after taxes of at least
     $1.00 for the fiscal year ending  December 31, 2002, as required by Section
     7.4 of the Agreement ("Section 7.4 Profitability Covenant");

          WHEREAS, Borrower has requested that Lender waive the violation of the
     Section 7.4 Profitability  Covenant  described in the preceding recital for
     the fiscal year ending December 31, 2002 only;

          WHEREAS, Borrower represent and warrant that, except for the violation
     of the  Section  7.4  Profitability  Covenant  for the fiscal  year  ending
     December 31, 2002,  described  above,  they each are in compliance with all
     terms,  covenants and  conditions of the Agreement and all  representations
     and warranties in the Agreement are true and correct;

          WHEREAS,  Borrower  represent and warrant that, upon execution of this
     Amendment,  they will each be in compliance  with all terms,  covenants and
     conditions  of the  Agreement,  as  amended  by  this  Amendment,  and  all
     representations and warranties made by them in the Agreement, as amended by
     this Amendment, are and will be true and correct;

          WHEREAS,  a deposit account in the name of Borrower 4 is maintained at
     Lender,  in the name of  Borrower  4, and Lender has a  perfected  security
     interest in that deposit account and the proceeds  thereof  pursuant to the
     Agreement, which account has on deposit the sum of $9,000,000.00 or more;




<PAGE>


     WHEREAS, Lender is willing to agree to Borrower's request, on the terms and
     conditions set forth below;

                       NOW, THEREFORE, IT IS AGREED THAT:

     1.  Definitions.  Unless  otherwise  indicated,  words and terms  which are
     defined in the Agreement shall have the same meaning where used herein.

     2.  Amendments.  A new  Section  5.12.3 is added to  Agreement,  to read as
     follows:

          5.12.3 Maintain on deposit with Lender in Deposit Account  1892187368,
          or such other  deposit  account or accounts as Borrower and Lender may
          agree,  cash in an amount  equal to or  greater  than the  outstanding
          principal balance of the Loans.  Borrower agree that Lender may refuse
          to allow any withdrawal  from such deposit  account or accounts if the
          effect of doing so would be to reduce  the cash  balance  to an amount
          less than the outstanding principal balance of the Loans. In addition,
          Borrower  may not  obtain a  Revolving  Loan if the effect of doing so
          would be to increase the outstanding principal balance of the Loans to
          an  amount  greater  than the  amount  of cash in the  above-described
          deposit account or accounts.

     3. Continued  Validity of Agreement.  Except as amended by this  Amendment,
     the Agreement and all security agreements,  guaranties, and other documents
     executed by Borrower with or in favor of Lender  (collectively  referred to
     as "Loan Documents"), shall continue in full force and effect as originally
     constituted  and are  ratified  and  affirmed by the parties  hereto.  Each
     reference in the Agreement or in the other Loan  Documents to the Agreement
     shall mean the  Agreement as amended  hereby  unless the context  otherwise
     requires.  This Amendment and the Agreement  shall be read as one document.
     Without limiting the generality of the foregoing, nothing in this Amendment
     entitles Borrower to receive advances of any funds, or extends the maturity
     date for repayment, beyond that expressly set forth in the Agreement.

     4. Compliance  with Loan Documents.  Borrower 1, Borrower 2, Borrower 3 and
     Borrower 4 each  represents  and  warrants to Lender as follows:  Except as
     stated in the Recitals to this Amendment:  (a) as of the date hereof,  each
     Borrower  has  complied,  and is in  compliance,  with  all  of the  terms,
     covenants and conditions of the Loan Agreement and the other Loan Documents
     applicable  to it;  (b) as of the date  hereof,  there  exists  no Event of
     Default under the Loan  Agreement or any of the other Loan  Documents or an
     event which would  constitute an Event of Default upon the lapse of time or
     upon the giving of notice and the lapse of time specified therein;  and (c)
     the  representations  and warranties of each Borrower in the Loan Agreement
     and the other Loan  Documents  are true and with the same  effect as though
     such  representations  and  warranties had been made by such Borrower as of
     the date hereof Each Borrower  further  represents and warrants that,  upon



 <PAGE>



     effective,  each  Borrower  will be in  compliance  with all of the  terms,
     covenants,  and  conditions  of the  Loan  Agreement  and  the  other  Loan
     Documents, and all representations and warranties will be true.

     5.  Authorization  Each  party  hereto  represents  to the  other  that the
     individual  executing  this  Amendment on its behalf is the duly  appointed
     signatory of such party and that such  individual  is authorized to execute
     this  Amendment  by or on  behalf  of such  party  and to take  all  action
     required by the terms of this Amendment.

     6. When Amendment is Effective.  This Amendment shall be deemed binding and
     effective  as of April 9, 2003 when this  Amendment is executed by Borrower
     1, Borrower 2, Borrower 3, Borrower 4 and Lender.

     7.  Captions.  Section  headings and numbers have been set forth herein for
     convenience  only.  Unless  the  contrary  is  compelled  by  the  context,
     everything  contained  in each  section  applies  equally  to  this  entire
     Amendment.

     8. No  Novation.  This  Amendment  is not  intended to be, and shall not be
     construed to create, a novation or accord and satisfaction,  and, except as
     otherwise  provided  herein,  the Agreement  shall remain in full force and
     effect.

     9.  Severability.  Each provision of this Amendment shall be severable from
     every other  provision of this Amendment for the purpose of determining the
     legal enforceability of any specific provision.

     10. Entire  Agreement.  This Amendment  constitutes the entire agreement by
     and between  Borrower and Banks with respect to the subject  matter  hereof
     and supersedes all prior and contemporaneous negotiations,  communications,
     discussions and agreements concerning such subject matter.

     11.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
     counterparts,  each of which shall be an  original,  but all of which shall
     together constitute one and the same agreement.












<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Amendment as of the date first set forth above.


ICON CASH FLOW PARTNERS L.P.
SEVEN, a Delaware Limited Partnership
By ICON Capital Corp., its general partner

By:____________________________
         Paul B. Weiss, President









     ICON  INCOME  FUND EIGHT A L.P.,  a Delaware  Limited  Partnership  By ICON
Capital Corp., its general partner

ICON INCOME FUND NINE, LLC, a Delaware Limited Liability Company
By:   ICON Capital Corp., its manager


By:_______________________________
         Paul B. Weiss, President
         Address for Notices:
         ICON INCOME FUND NINE, LLC
         Attention: General Counsel
         100 5thAvenue, 10th Floor
         New York, New York 10011
         Facsimile No.: (212) 418-4739


COMERICA BANK-CALIFORNIA, a California banking corporation

By:______________________________
         John Esposito, Vice President

By:_________________________
         Paul B. Weiss, President


ICON INCOME FUND EIGHT B L.P.,
a Delaware Limited Partnership;;
By ICON Capital corp., its general partner

By:__________________________
         Paul B. Weiss, President















<PAGE>

                               THIRD AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT


     This THIRD  AMENDMENT TO LOAN AND SECURITY  AGREEMENT (the  "Amendment") is
made as of July 31, 2003 by and between ICON Cash Flow  Partners L.P.  Seven,  a
Delaware  limited  partnership  ("Borrower 1"), ICON Income Fund Eight A L.P., a
Delaware  limited  partnership  ("Borrower 2"), ICON Income Fund Eight B L.P., a
Delaware limited  partnership  ("Borrower 3"), and ICON Income Fund Nine, LLC, a
Delaware limited liability  company  ("Borrower 4" and together with Borrower 1,
Borrower 2 and Borrower 3,  "Borrower"  or  "Borrowers"),  on the one hand,  and
Comerica Bank, successor by merger to Comerica  Bank-California  ("Lender"),  on
the other hand, with respect to the Loan and Security Agreement, dated as of May
30,  2002,  the First  Amendment  to Loan and  Security  Agreement,  dated as of
December  1, 2002,  entered  into by Borrower  1,  Borrower  2,  Borrower 3, and
Comerica  Bank-California,  the Second Amendment to Loan and Security Agreement,
dated as of April 9, 2003,  entered into by Borrower 1,  Borrower 2, Borrower 3,
Borrower 4 and Comerica Bank-California,  and the letter agreement dated May 31,
2003 entered into by Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Comerica
Bank-California  (as amended and modified through but excluding the date hereof,
the "Agreement")."

                                    RECITALS

     WHEREAS, Borrower and Lender entered into the Agreement;

     WHEREAS,  the Revolving  Loan Maturity Date under the Agreement is July 31,
2003;

     WHEREAS,  Borrower has  requested  that Lender  extend the  Revolving  Loan
Maturity Date to May 31, 2004;

     WHEREAS, Lender is willing to agree to Borrower's request, on the terms and
conditions set forth below;

         NOW, THEREFORE, IT IS AGREED THAT:

     1.  Definitions.  Unless  otherwise  indicated,  words and terms  which are
defined in the Agreement shall have the same meaning where used herein.

2.       Amendments.

     (a) The definition of "Borrowing  Base" in the Agreement is amended to read
as follows:

     Borrowing  Base - means 80% of the Present Value of the Eligible  Borrowing
     Base Contracts, plus Pledged Cash.




     (b) A new definition of "Cash  Equivalents"  is added to the Agreement,  to
read as follows:

     Cash  Equivalents - the sum  outstanding,  at any one time, of (i) all cash
     (in United  States  dollars)  owned by  Borrower at such time plus (ii) the
     fair market value of all cash  equivalents  and short term  investments (as
     those terms are  defined in GAAP)  owned by Borrower at such time,  in each
     case excluding Pledged Cash.

     (c) The  definition of "Eligible  Borrowing Base Contract" in the Agreement
is amended by adding the following subsections:

     (l) At the time Borrower  seeks to have Lender make a Revolving  Loan based
on such contract, the Lessee or Debtor, as the case may be, must have a Standard
& Poor's  bond  rating  of BBB or  better  or a Risk  Rating  of 3 or  better on
Lender's internal risk rating system;

     (m) Lender,  in its sole and  absolute  discretion,  determines  that it is
willing to make a Revolving Loan based on such contract;

     (n)  Lender  shall  have  received  a written  acknowledgment,  in form and
substance  satisfactory to Lender, from the Debtor or Lessee, as the case may be
(and from the lender or lessor if the contract is an Indirect  Loan  Contract or
an Indirect Lease) authenticating the contract, identifying the existing parties
to the contract,  stating that the contract is in full force and effect, stating
that no default  exists under the contract,  stating that no  prepayments on the
contract have been made (or identifying such prepayments if any have been made),
stating  that the  acknowledging  party has not  received  any  notice  that the
lender's/lessor's  interest in the contract has been  assigned or pledged to any
other person, and providing such other information as Lender may request.  As to
contracts  based on which  Lender made a Revolving  Loan prior to July 31, 2003,
such  written  acknowledgment  must be received  by Lender  within 45 days after
Lender's demand to Borrower for such an acknowledgment; and

     (o) Payments  made on contracts of the type  described in Sections  2.11(a)
and 2.11(c) of this  Agreement  on or after  October 1, 2003 are received in the
Lockbox;  and payments  paid to a Borrower with respect to contracts of the type
described in Section  2.11(b) of this  Agreement on or after October 1, 2003 are
received in the Lockbox.

     (d) A new definition is added to the Agreement, to read as follows:

     Lockbox - has the meaning set forth in Section 2.11(a) hereof.

(e)      A new definition is added to the Agreement, to read as follows:

     Pledged Cash - Cash owned by Borrower  maintained  in a deposit  account or
     deposit accounts with Lender in the name of one or more Borrowers, in which
     Lender has a perfected first priority  security  interest to secure payment
     and  performance  of the  Obligations,  and which  Borrower  has  agreed in
     writing may not be withdrawn by Borrower.

     (f) The  definition of "Revolving  Loan Maturity  Date" in the Agreement is
amended to read as follows:

                  Revolving Loan Maturity Date - May 31, 2004.

(g)      Section 1.3.1 of the Agreement is amended to read as follows:

     1.31 Facility  Fee. A Facility  Fee in the amount of  $87,500.00  per year,
          payable in arrears in  installments  of $21,875.00 per quarter payable
          on June 30,  September  30,  December  31,  and  March 31 of each year
          through the  Revolving  Loan Maturity Date or, if an extension of time
          beyond the Revolving  Loan Maturity Date for advances and repayment is
          provided, through the end of the extension period.

(h)      A new Section 2.11 is added to the Agreement to read as follows:

2.11     Lockbox.

     (a)  On all Loan  Contracts  and  Leases  based on which  Lender has made a
          Loan,  Borrower  shall  notify all Debtors and Lessees in writing,  by
          means of a letter in the form  attached  hereto as Exhibit 5, to remit
          all payments to a post office box designated by Lender,  to which only
          Lender  shall have access  ("Lockbox"),  and notify  such  Debtors and
          Lessees that such  designation  may not be changed without the written
          consent of Comerica  Bank.  (b) On all  Indirect  Loan  Contracts  and
          Indirect Leases based on which Lender has made a Loan, when the lender
          or lessor is not an Affiliate of any Borrower,  Borrower  shall notify
          the  applicable  lender or lessor in writing,  by means of a letter in
          the form attached  hereto as Exhibit 6, to remit all payments  payable
          to such Borrower to the Lockbox, and notify such lender or lessor that
          such  designation  may not be changed  without the written  consent of
          Comerica Bank. (c) On all Indirect Loan Contracts and Indirect  Leases
          based on which Lender has made a Loan, when the lender or lessor is an
          Affiliate of any Borrower,  Borrower shall cause such lender or lessor
          to notify the Debtor  and Lessee in  writing,  by means of a letter in
          the form  attached  hereto as Exhibit 7, to remit all  payments to the
          Lockbox, and notify such Debtors and Lessees that such designation may
          not be changed without the written consent of Comerica Bank.  Borrower
          shall also cause such  lender or lessor to execute a power of attorney
          in form and substance  satisfactory  to Lender  authorizing  Lender to
          endorse and  negotiate  all items  received in the Lockbox and collect
          all  proceeds  thereof,  and shall  obtain the written  consent of all
          Persons  that have a direct or indirect  interest  in the  lender's or
          lessor's  interest in the  contract to this  procedure.  (d)  Borrower
          shall provide the notices described in subsections (a), (b) and (c) by
          a means  requiring a written  receipt and  promptly  deliver to Lender
          copies of the notices and proof of receipt by each of the  recipients.
          For Loan  Contracts  and Leases  based on which Lender has made a Loan
          prior to July 31, 2003, such notices must be sent by Borrower no later
          than three Business Days after the execution of the Third Amendment to
          the  Agreement.  For Loan  Contracts  and Leases based on which Lender
          makes a Loan on or after  July 31,  2003,  such  notices  must be sent
          within three  Business  Days after the Loan is made.  All invoices and
          other  documents  sent by  Borrower  to any person to whom the notices
          described  in  subsections  (a),  (b) and (c) are to be sent,  stating
          where the recipient is to remit payment, shall identify the Lockbox as
          the place to remit  payment.  (e) For the Loan  Contracts  and  Leases
          described in  subsections  (a) and (b), as long as no Event of Default
          has occurred,  Lender shall deliver the items  received in the Lockbox
          to  Borrower.   For  the  Loan  Contracts  and  Leases   described  in
          subsections (a) and (b),  effective upon the occurrence of an Event of
          Default,  Lender may retain  items  received  in the Lockbox and apply
          them, and the proceeds thereof,  to the Obligations.  (f) For the Loan
          Contracts and Leases  described in subsection (c), as long as no Event
          of Default has occurred,  Lender shall  deliver the items  received in
          the Lockbox to the applicable Affiliate lender or lessor. For the Loan
          Contracts and Leases  described in subsection (c),  effective upon the
          occurrence  of an Event of Default,  Lender may endorse and  negotiate
          all items  received in the Lockbox and collect all  proceeds  thereof,
          apply to the  Obligations any portion thereof to which any Borrower is
          entitled,  and remit the excess to the applicable  Affiliate lender or
          lessor on such Loan Contract or Lease.

(i)      Section 5.12.3 of the Agreement is deleted.

(j)      Section 5.14 of the Agreement is amended to read as follows:

     5.14 Audits.  Permit Lender or  representatives of Lender to conduct audits
          of Borrower's books and records  relating to the Accounts,  Inventory,
          Leases,   Loan  Contracts  and  other  Collateral  and  make  extracts
          therefrom no less frequently than annually (or at any time and without
          notice required if an Event of Default has occurred and is continuing)
          with results  satisfactory  to Lender,  provided that Lender shall use
          its best  efforts to not  interfere  with the  conduct  of  Borrower's
          business,  and arrange for verification of the Accounts  directly with
          the account  debtors  obligated  thereon or  otherwise,  of the Leases
          directly with the Lessees, and of the Loan Contracts directly with the
          Debtors, all under reasonable  procedures  acceptable to Lender and at
          Borrower's  sole expense.  Borrower shall pay all reasonable  expenses
          incurred by Lender with respect to such audits.

     (k)  Section  6.9 of the  Agreement  is  amended  by adding  the  following
          sentence  at  the  end:  "Notwithstanding  anything  to  the  contrary
          indicated  above,  Borrower  shall not without  Lender's prior written
          consent, after the end of a particular Borrower's reinvestment period,
          pay distributions or dividends to members, partners or shareholders of
          such  particular  Borrower,  or redeem or retire any  interest  of any
          partner,  member or  shareholder  of such  particular  Borrower if any
          amount of principal,  interest or late charges remains  outstanding on
          Revolving  Loans made to such  particular  Borrower.  In  addition,  a
          Borrower  may  not use  proceeds  received  from  the  sale  or  other
          disposition  of  assets  after the end of its  reinvestment  period to
          purchase Leases, Loan Contracts or other assets."

(l)      Section 7.1 of the Agreement is amended to read as follows:

7.1  Aggregate  Tangible  Net Worth.  All  Borrowers,  in the  aggregate,  shall
     maintain, as of the last day of the specified quarter, a Tangible Net Worth
     of not less than $155,000,000.

(m)      Section 7.3 of the Agreement is deleted and replaced by the following:

7.3  Total  Liabilities to Tangible Net Worth. All Borrowers,  in the aggregate,
     shall  maintain,  as of the  last  day of each  quarter,  a ratio  of total
     liabilities to Tangible Net Worth of not greater than 3.00 to 1.00.

(n)      Section 7.4 of the Agreement is deleted and replaced by the following:

7.4  Minimum Cash  Balance.  Borrower  shall ensure that at all times the sum of
     (a) the fair market value of Cash  Equivalents  owned by Borrower  plus (b)
     Borrower's Unused Loan Capacity totals at least $7,500,000. For purposes of
     this section, "Borrower's Unused Loan Capacity" at any point in time equals
     the  amount  by which  the  lesser  of (i) the  Borrowing  Base or (ii) the
     Maximum Revolving Amount exceeds the Obligations,  as reflected to Lender's
     reasonable  satisfaction  in the  monthly  report  described  in  the  next
     sentence. Borrower shall provide to Lender as part of its monthly Borrowing
     Base/Eligible  Borrowing  Base Contract Aging Report within 15 days of each
     month end,  information  sufficient to show the amount of Cash  Equivalents
     owned by it and its Unused Loan Capacity.

(o)  A new Section 10.19 is added to the Agreement, to read as follows:

     10.19 Waivers and Consents.  Except as otherwise expressly provided in this
Agreement, each Borrower waives notice of any Loans, notice of the occurrence of
any  default,  Event of  Default,  or of any demand for any  payment  under this
Agreement,  notice of any action at any time taken or omitted by Lender under or
in  respect  of any of the  Obligations,  any  requirement  of  diligence  or to
mitigate damages and, generally,  to the extent permitted by applicable law, all
demands,  notices,  and other  formalities of every kind in connection with this
Agreement (except as otherwise provided in this Agreement). Each Borrower hereby
assents to, and waives notice of, any extension or  postponement of the time for
the payment of any of the  Obligations,  the acceptance of any payment of any of
the  Obligations,  the acceptance of any partial  payment  thereon,  any waiver,
consent  or other  action  or  acquiescence  by  Lender  at any time or times in
respect of any default by any Borrower in the performance or satisfaction of any
term,  covenant,  condition or provision  of this  Agreement,  any and all other
indulgences  whatsoever by Lender in respect of any of the Obligations,  and the
taking,  addition,  substitution or release, in whole or in part, at any time or
times, of any security for any of the Obligations or the addition,  substitution
or  release,  in  whole  or in  part,  of any  Borrower.  Without  limiting  the
generality of the foregoing,  each Borrower assents to any other action or delay
in acting or failure to act on the part of Lender with respect to the failure by
any  Borrower  to  comply  with any of its  respective  Obligations,  including,
without limitation, any failure strictly or diligently to assert any right or to
pursue  any  remedy or to  comply  fully  with  applicable  laws or  regulations
thereunder,  which might, but for the provisions of this section, afford grounds
for  terminating,  discharging  or relieving any Borrower,  in whole or in part,
from any of its  Obligations,  it being the intention of each Borrower  that, so
long as any of the Obligations hereunder remain unsatisfied,  the Obligations of
such Borrower shall not be discharged except by performance and then only to the
extent  of such  performance.  The  Obligations  of each  Borrower  shall not be
diminished  or  rendered   unenforceable  by  any  winding  up,  reorganization,
arrangement,  liquidation,  reconstruction or similar proceeding with respect to
any  Borrower  or Lender.  Each  Borrower  represents  and  warrants  that it is
currently informed of the financial  condition of all Borrowers and of all other
circumstances which a diligent inquiry would reveal and which bear upon the risk
of nonpayment of the  Obligations,  and will continue to keep so informed.  Each
Borrower  waives all rights and defenses  arising out of an election of remedies
by Lender.

     3. Continued  Validity of Agreement.  Except as amended by this  Amendment,
the  Agreement  and all security  agreements,  guaranties,  and other  documents
executed by  Borrower  with or in favor of Lender  (collectively  referred to as
"Loan  Documents"),  shall  continue  in full  force and  effect  as  originally
constituted and are ratified and affirmed by the parties hereto.  Each reference
in the Agreement or in the other Loan Documents to the Agreement  shall mean the
Agreement  as  amended  hereby  unless  the  context  otherwise  requires.  This
Amendment and the Agreement shall be read as one document.  Without limiting the
generality of the  foregoing,  nothing in this  Amendment  entitles  Borrower to
receive  advances of any funds,  or extends  the  maturity  date for  repayment,
beyond that expressly set forth in the Agreement.

     4. Compliance  with Loan Documents.  Borrower 1, Borrower 2, Borrower 3 and
Borrower 4 each represents and warrants to Lender as follows: (a) as of the date
hereof, each Borrower has complied, and is in compliance, with all of the terms,
covenants  and  conditions of the Loan  Agreement  and the other Loan  Documents
applicable  to it; (b) as of the date  hereof,  there exists no Event of Default
under the Loan  Agreement  or any of the other Loan  Documents or an event which
would  constitute  an Event of Default upon the lapse of time or upon the giving
of notice and the lapse of time specified therein;  and (c) the  representations
and  warranties  of each  Borrower  in the Loan  Agreement  and the  other  Loan
Documents are true and with the same effect as though such  representations  and
warranties  had been made by such Borrower as of the date hereof.  Each Borrower
further  represents and warrants that, upon this Amendment  becoming  effective,
each  Borrower  will be in  compliance  with all of the  terms,  covenants,  and
conditions  of the  Loan  Agreement  and  the  other  Loan  Documents,  and  all
representations and warranties will be true.

     5.  Authorization.  Each  party  hereto  represents  to the other  that the
individual  executing  this  Amendment  on  its  behalf  is the  duly  appointed
signatory of such party and that such  individual  is authorized to execute this
Amendment  by or on behalf of such party and to take all action  required by the
terms of this Amendment.

     6. When Amendment is Effective.  This Amendment shall be deemed binding and
effective  as of July 31,  2003 when this  Amendment  is executed by Borrower 1,
Borrower 2, Borrower 3, Borrower 4 and Lender.

     7.  Captions.  Section  headings and numbers have been set forth herein for
convenience  only.  Unless the contrary is compelled by the context,  everything
contained in each section applies equally to this entire Amendment.

     8. No  Novation.  This  Amendment  is not  intended to be, and shall not be
construed  to create,  a novation  or accord and  satisfaction,  and,  except as
otherwise provided herein, the Agreement shall remain in full force and effect.

     9.  Severability.  Each provision of this Amendment shall be severable from
every other provision of this Amendment for the purpose of determining the legal
enforceability of any specific provision.

     10. Entire  Agreement.  This Amendment  constitutes the entire agreement by
and between  Borrower  and Banks with respect to the subject  matter  hereof and
supersedes   all  prior  and   contemporaneous   negotiations,   communications,
discussions and agreements concerning such subject matter.

     11.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
together constitute one and the same agreement.

                            [SIGNATURES ON NEXT PAGE]

                                       8
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Amendment as of the date first set forth above.

ICON CASH FLOW PARTNERS L.P.                ICON INCOME FUND NINE, LLC,
SEVEN, a Delaware Limited Partnership       a Delaware Limited Liability Company
By ICON Capital Corp., its general partner  By:  ICON Capital Corp., its manager

By:___________________________              By:__________________________
         Paul B. Weiss, President             Paul B. Weiss, President



ICON INCOME FUND EIGHT A L.P.,              COMERICA BANK, SUCCESSOR BY MERGER
a Delaware Limited Partnership              TO COMERICA BANK-CALIFORNIA
By ICON Capital Corp., its general partner
                                              By: ___________________________
By:_____________________________
         Paul B. Weiss, President



ICON INCOME FUND EIGHT B L.P.,
a Delaware Limited Partnership
By ICON Capital Corp., its general partner

By:______________________________
         Paul B. Weiss, President



<PAGE>






                                    Exhibit 5

                             Notice to Debtor/Lessee

                            [Stationery of Borrower]

                                     [Date]


[Name and Address
of Debtor/Lessee]

         Re:  [Identify Loan Contract/Lease]

Gentlemen:

     The undersigned is the  [lender/lessor] on the above contract.  This letter
is to inform you that the undersigned has assigned to Comerica Bank the right to
receive payments hereafter made on that contract.  Accordingly, all payments you
make to the undersigned on the above contract  should  hereafter be made payable
to   [Name   of   applicable   Borrower]   and   sent   to   Post   Office   Box
________________________[Address].  If you do not remit  your  payments  in that
manner and send the payments to that  address,  the  payments may not  discharge
your obligation under that contract.

     Thank  you  for  your  cooperation  in this  matter.  This  instruction  is
irrevocable and may not be changed without the written consent of Comerica Bank.
This letter does not,  however,  change the  identity of the persons to whom you
are otherwise obligated to give notices with respect to the above contract.

                                                     Yours truly,

                                                     [SIGNATURE BLOCK FOR
                                                     APPLICABLE BORROWER]



Cc:  Comerica Bank



<PAGE>

                                    Exhibit 6

     Notice to  Non-Affiliate  Lender/Lessor  on  Indirect  Loan  Contracts  and
Indirect Leases


                            [Stationery of Borrower]

                                     [Date]


[Name and Address
of Non-Affiliate
Lender/Lessee]

         Re:  [Identify Applicable Indirect Loan Contract/Indirect Lease]

Gentlemen:

     The undersigned is one of the  [partners/members/beneficiaries]of  [name of
Addressee]. [Name of Addressee] is the [lender/lessor] under the above contract.
This letter is to notify you that the  undersigned has assigned to Comerica Bank
the right to receive  payments  hereafter  payable by you to the  undersigned in
connection  with  that  contract.  Accordingly,  all  payments  you  make to the
undersigned in connection with that contract should hereafter be made payable to
[Name of applicable Borrower] and sent to Post Office Box ____________[Address].
If you do not remit your  payments in that manner and send the  payments to that
address, the payments may not discharge your obligation.

     Thank  you  for  your  cooperation  in this  matter.  This  instruction  is
irrevocable and may not be changed without the written consent of Comerica Bank.
This letter does not,  however,  change the  identity of the persons to whom you
are otherwise obligated to give notices with respect to the above contract.

                                                     Yours truly,

                                                     [SIGNATURE BLOCK FOR
                                                     APPLICABLE BORROWER]


Cc:  Comerica Bank



<PAGE>

                                    Exhibit 7

     Notice from Affiliate Lender/Lessor on Indirect Loan Contracts and Indirect
     Leases


                     [Stationery of Affiliate Lender/Lessor]


                                     [Date]



[Name and Address
of Debtor/Lessee]

         Re:  [Identify Loan Contract/Lease]

Gentlemen:

     The undersigned is the  [lender/lessor] on the above contract.  This letter
is to inform you that the undersigned has assigned to Comerica Bank the right to
receive payments hereafter made on that contract.  Accordingly, all payments you
make to the undersigned on the above contract should  hereafter be made to [Name
of Affiliate] and sent to Post Office Box  ______________  [Address].  If you do
not remit your payment in that manner and send the payments to that address, the
payment may not discharge your obligation under that contract.

     Thank  you  for  your  cooperation  in this  matter.  This  instruction  is
irrevocable and may not be changed without the written consent of Comerica Bank.
This letter does not,  however,  change the  identity of the persons to whom you
are otherwise obligated to give notices with respect to the above contract.

                                                              Yours truly,

                                                              [SIGNATURE BLOCK
                                                              FOR AFFILIATE]


Cc:  Comerica Bank



<PAGE>


                               FOURTH AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT


     This FOURTH AMENDMENT TO LOAN AND SECURITY  AGREEMENT (the  "Amendment") is
made as of November 3, 2003 by and between ICON Cash Flow Partners L.P. Seven, a
Delaware  limited  partnership  ("Borrower 1"), ICON Income Fund Eight A L.P., a
Delaware  limited  partnership  ("Borrower 2"), ICON Income Fund Eight B L.P., a
Delaware limited  partnership  ("Borrower 3"), and ICON Income Fund Nine, LLC, a
Delaware limited liability  company  ("Borrower 4" and together with Borrower 1,
Borrower 2 and Borrower 3,  "Borrower"  or  "Borrowers"),  on the one hand,  and
Comerica Bank, successor by merger to Comerica  Bank-California  ("Lender"),  on
the other hand, with respect to the Loan and Security Agreement, dated as of May
30,  2002,  the First  Amendment  to Loan and  Security  Agreement,  dated as of
December  1, 2002,  entered  into by Borrower  1,  Borrower  2,  Borrower 3, and
Comerica  Bank-California,  the Second Amendment to Loan and Security Agreement,
dated as of April 9, 2003,  entered into by Borrower 1,  Borrower 2, Borrower 3,
Borrower 4 and Comerica Bank-California, the letter agreement dated May 31, 2003
entered  into by Borrower 1,  Borrower 2,  Borrower 3,  Borrower 4 and  Comerica
Bank-California, and the Third Amendment to Loan and Security Agreement dated as
of July 31, 2003, entered into by Borrower 1, Borrower 2, Borrower 3, Borrower 4
and  Comerica  Bank (as amended and  modified  through  but  excluding  the date
hereof, the "Agreement").

                                    RECITALS

     WHEREAS, Borrower and Lender entered into the Agreement;

     WHEREAS,  the  Revolving  Loan Maturity Date under the Agreement is May 31,
     2004;

     WHEREAS,  Borrower has  requested  that Lender  extend the  Revolving  Loan
     Maturity  Date to December 31, 2004 and make certain  other  changes in the
     Agreement;

     WHEREAS, Lender is willing to agree to Borrower's request, on the terms and
     conditions set forth below;

         NOW, THEREFORE, IT IS AGREED THAT:

     1.  Definitions.  Unless  otherwise  indicated,  words and terms  which are
     defined in the Agreement shall have the same meaning where used herein.

     3. Amendments.

     (a) The  definition of "Revolving  Loan Maturity  Date" in the Agreement is
     amended to read as follows:

                        Revolving Loan Maturity Date - December 31, 2004.

(b)      Section 1.11 of the Agreement is deleted.

(c)      Section 3.1.5 of the Agreement is amended to read as follows:

     3.1.5  Insurance.  Borrower  shall have  delivered  to Lender  satisfactory
evidence of insurance coverage required by Section 5.3 of this Agreement, to the
extent requested by Lender.

(d)      Section 5.3 of the Agreement is amended to read as follows:

     5.3  Insurance.  Maintain,  or cause the  Lessee  under  each Lease and the
Debtor under each Loan Contract or Indirect Loan Contract to maintain, insurance
on the equipment subject thereto with responsible  insurance carriers,  insuring
against  loss or  damage by fire,  theft,  explosion,  sprinklers  and all other
hazards  and risks  ordinarily  insured  against  by other  owners  who use such
equipment in similar  businesses,  for the full  insurable  value  thereof;  and
provide evidence of such insurance to Lender upon Lender's request. This Section
5.3 does not require Borrower to have Lender added as a loss payee or additional
insured on insurance policies for Revolving Loan Contracts,  although Lender may
impose such a requirement if an Event of Default has occurred.

     3. Continued  Validity of Agreement.  Except as amended by this  Amendment,
the  Agreement  and all security  agreements,  guaranties,  and other  documents
executed by  Borrower  with or in favor of Lender  (collectively  referred to as
"Loan  Documents"),  shall  continue  in full  force and  effect  as  originally
constituted and are ratified and affirmed by the parties hereto.  Each reference
in the Agreement or in the other Loan Documents to the Agreement  shall mean the
Agreement  as  amended  hereby  unless  the  context  otherwise  requires.  This
Amendment and the Agreement shall be read as one document.  Without limiting the
generality of the  foregoing,  nothing in this  Amendment  entitles  Borrower to
receive  advances of any funds,  or extends  the  maturity  date for  repayment,
beyond that expressly set forth in the Agreement.

     4. Compliance  with Loan Documents.  Borrower 1, Borrower 2, Borrower 3 and
Borrower 4 each represents and warrants to Lender as follows: (a) as of the date
hereof, each Borrower has complied, and is in compliance, with all of the terms,
covenants  and  conditions of the Loan  Agreement  and the other Loan  Documents
applicable  to it; (b) as of the date  hereof,  there exists no Event of Default
under the Loan  Agreement  or any of the other Loan  Documents or an event which
would  constitute  an Event of Default upon the lapse of time or upon the giving
of notice and the lapse of time specified therein;  and (c) the  representations
and  warranties  of each  Borrower  in the Loan  Agreement  and the  other  Loan
Documents are true and with the same effect as though such  representations  and
warranties  had been made by such Borrower as of the date hereof.  Each Borrower
further  represents and warrants that, upon this Amendment  becoming  effective,
each  Borrower  will be in  compliance  with all of the  terms,  covenants,  and
conditions  of the  Loan  Agreement  and  the  other  Loan  Documents,  and  all
representations and warranties will be true.

     5.  Authorization.  Each  party  hereto  represents  to the other  that the
individual  executing  this  Amendment  on  its  behalf  is the  duly  appointed
signatory of such party and that such  individual  is authorized to execute this
Amendment  by or on behalf of such party and to take all action  required by the
terms of this Amendment.

     6. When Amendment is Effective.  This Amendment shall be deemed binding and
effective as of November 3, 2003 when this  Amendment is executed by Borrower 1,
Borrower 2, Borrower 3, Borrower 4 and Lender.

     7.  Captions.  Section  headings and numbers have been set forth herein for
convenience  only.  Unless the contrary is compelled by the context,  everything
contained in each section applies equally to this entire Amendment.

     8. No  Novation.  This  Amendment  is not  intended to be, and shall not be
construed  to create,  a novation  or accord and  satisfaction,  and,  except as
otherwise provided herein, the Agreement shall remain in full force and effect.

     9.  Severability.  Each provision of this Amendment shall be severable from
every other provision of this Amendment for the purpose of determining the legal
enforceability of any specific provision.

     10. Entire  Agreement.  This Amendment  constitutes the entire agreement by
and between  Borrower  and Banks with respect to the subject  matter  hereof and
supersedes   all  prior  and   contemporaneous   negotiations,   communications,
discussions and agreements concerning such subject matter.

     11.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
together constitute one and the same agreement.

                            [SIGNATURES ON NEXT PAGE]

                                       13
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Amendment as of the date first set forth above.

ICON CASH FLOW PARTNERS L.P.               ICON INCOME FUND NINE, LLC,
SEVEN, a Delaware Limited Partnership      a Delaware Limited Liability Company
By ICON Capital Corp., its general partner By:  ICON Capital Corp., its manager

By:___________________________             By:__________________________
         Paul B. Weiss, President                   Paul B. Weiss, President



ICON INCOME FUND EIGHT A L.P.,             COMERICA BANK, SUCCESSOR BY MERGER TO
a Delaware Limited Partnership             COMERICA BANK-CALIFORNIA
By ICON Capital Corp., its general partner
                                           By: ___________________________
By:_____________________________               Todd Robertson
         Paul B. Weiss, President              Corporate BankingOfficer-Western
                                               Division



ICON INCOME FUND EIGHT B L.P.,
a Delaware Limited Partnership
By ICON Capital Corp., its general partner

By:______________________________
         Paul B. Weiss, President