**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 
 **FORM
        10-Q**
 
 
 [x]  Quarterly
        Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
        1934
        for the
 
 quarterly
                  period ended
              **March
                  31, 2007**
 
 [ **** ]  Transition
        Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
        1934
        for the
 
 transition
                  period from
              
              to
 
 Commission_File_Number
              **000-51916**
 
 **ICON
                  Leasing Fund Eleven, LLC**(Exact
                  name of registrant as specified in its
                  charter)
 
 **Delaware**
              **20-1979428**(State
                  or other jurisdiction of incorporation or organization)
              (IRS
                  Employer Identification Number)
 
 **100
                  Fifth Avenue, 4****th****Floor, New York, New York**
              **10011-1505**(Address
                  of principal executive offices)
              (Zip
                  code)
 
 **(212)
                  418-4700**Registrant's
                  telephone number, including area
                  code
 
 
 Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
        the
        preceding 12 months (or for such shorter period that the registrant was required
        to file such reports), and (2) has been subject to such filing requirements
        for
        the past 90 days. [x] Yes [ ] No
 
 Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer or a non-accelerated filer. See definition of ‘‘accelerated
        filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act.
        Large accelerated filer [ ]    Accelerated filer [
        ]   Non-accelerated filer [x]
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). [ ] Yes [x] No
 
 Number
        of
        outstanding limited liability company shares of the registrant on April 30,
        2007
        is 365,001.
 
  
 
  ICON
                  Leasing Fund Eleven, LLC
                Table
                  of ContentsPART
                  I - FINANCIAL INFORMATION
              PageItem
                  1. Condensed Consolidated Financial
                  StatementsCondensed
                  Consolidated Balance Sheets at March 31, 2007
                  (Unaudited) andDecember
                  31, 2006
              1Condensed
                  Consolidated Statements of Operations for the
                  Three Months EndedMarch
                  31, 2007 and 2006 (Unaudited)
              3Condensed
                  Consolidated Statement of Changes in Members’
                  Equity for the Year EndedDecember
                  31, 2006 and for the Three Months Ended March
                  31, 2007 (Unaudited)
              4Condensed
                  Consolidated Statements of Cash Flows for the
                  Three Months EndedMarch
                  31, 2007 and 2006 (Unaudited)
              5Notes
                  to Condensed Consolidated Financial Statements
                  (Unaudited)
              7Item
                  2. Manager’s Discussion and Analysis of Financial
                  Condition andResults
                  of Operations
              18Item
                  3. Quantitative and Qualitative Disclosures About
                  Market Risk
              28Item
                  4. Controls and Procedures
              28PART
                  II - OTHER INFORMATIONItem
                  1. Legal Proceedings
              
              29Item
                  1A. Risk Factors
              
              29Item
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds
              29Item
                  3. Defaults Upon Senior
                  Securities
              30Item
                  4. Submission of Matters to a Vote of Security
                  Holders
              30Item
                  5. Other Information
              
              30Item
                  6. Exhibits
              
              30Signatures
              
              31
 
 
 *Table
            of Contents*
 
  **PART
        I - FINANCIAL INFORMATION**
 
 **Item
        1. Condensed Consolidated Financial
        Statements**
 
 ICON
                  Leasing Fund Eleven, LLC(A
                  Delaware Limited Liability Company)Condensed
                  Consolidated Balance SheetsASSETS(Unaudited)March
                  31,
              
              December
                  31,2007
              
              2006Cash
                  and cash equivalents
              
              $
              72,479,033
              
              $
              61,200,675Investments
                  in finance leases:Minimum
                  rents receivable
              
              
              97,304,319
              
              
              100,400,811Estimated
                  unguaranteed residual values
              
              
              5,869,586
              
              
              5,834,948Initial
                  direct costs, net
              
              
              2,852,399
              
              
              3,457,416Unearned
                  income
              
              
              (14,057,015
              )
              
              (15,302,719
              )Net
                  investments in finance leases
              
              
              91,969,289
              
              
              94,390,456Investments
                  in operating leases:Equipment,
                  at cost
              
              
              399,667,197
              
              
              384,171,594Accumulated
                  depeciation
              
              
              (63,542,030
              )
              
              (47,105,223
              )Net
                  investments in operating leases
              
              
              336,125,167
              
              
              337,066,371Investments
                  in joint ventures
              
              
              11,373,721
              
              
              11,805,734Equipment
                  held for sale or lease
              
              
              14,531,640
              
              
              2,678,117Rents
                  receivable, net
              
              
              3,842,789
              
              
              3,098,973Mortgage
                  notes receivable
              
              
              12,698,522
              
              
              12,932,924Restricted
                  cash
              
              
              918,152
              
              
              1,241,326Deferred
                  income taxes
              
              
              2,575,582
              
              
              2,554,454Other
                  assets, net
              
              
              13,967,299
              
              
              3,872,521Total
                  assets
              
              $
              560,481,194
              
              $
              530,841,551
 
 See
          accompanying notes to condensed consolidated financial
          statements.
 1
 *Table
            of Contents*
 
  ICON
                  Leasing Fund Eleven, LLC(A
                  Delaware Limited Liability Company)Condensed
                  Consolidated Balance SheetsLIABILITIES
                  AND MEMBERS' EQUITY(Unaudited)March
                  31,
              
              December
                  31,Liabilities:
              
              2007
              
              2006Notes
                  payable - non-recourse
              
              $
              252,668,367
              
              $
              260,926,942Accounts
                  payable and other liabilities
              
              
              2,195,610
              
              
              4,269,661Deferred
                  rental income
              
              
              9,186,065
              
              
              8,404,745Leasing
                  payables and other lease liabilities
              
              
              13,110,973
              
              
              12,881,369Income
                  taxes payable
              
              
              -
              
              
              2,634,727Due
                  to Manager and affiliates, net
              
              
              508,344
              
              
              515,119Distributions
                  payable
              
              
              5,770,654
              
              
              -Minority
                  interest
              
              
              7,866,903
              
              
              8,312,503Total
                  liabilities
              
              
              291,306,916
              
              
              297,945,066Commitments
                  and contingenciesMembers'
                  equity:Manager
                  (one share outstanding, $1,000 per share originalissue
                  price)
              
              
              (385,138
              )
              
              (243,580
              )Additional
                  Members (349,130 and 292,164 shares outstanding,$1,000
                  per share original issue price)
              
              
              269,283,817
              
              
              232,868,044Accumulated
                  other comprehensive income
              
              
              275,599
              
              
              272,021Total
                  members' equity
              
              
              269,174,278
              
              
              232,896,485Total
                  liabilities and members' equity
              
              $
              560,481,194
              
              $
              530,841,551
 
 See
          accompanying notes to condensed consolidated financial
          statements.
 2
 *Table
            of Contents*
 
  ICON
                  Leasing Fund Eleven, LLC(A
                  Delaware Limited Liability Company)Condensed
                  Consolidated Statements of OperationsThree
                  Months Ended March 31,(Unaudited)2007
              
              2006Revenue:Rental
                  income
              
              $
              22,818,090
              
              $
              3,819,796Finance
                  income
              
              
              2,332,210
              
              
              397,133Income
                  from investments in joint ventures
              
              
              35,680
              
              
              263,110Net
                  gain on sales of new equipment (net of cost ofsales
                  of $3,964,172 and $629,439, respectively)
              
              
              189,256
              
              
              46,311Net
                  gain on sales of leased equipment
              
              
              82,761
              
              
              57,661Interest
                  and other income
              
              
              1,415,572
              
              
              754,007Total
                  revenue
              
              
              26,873,569
              
              
              5,338,018Expenses:Depreciation
                  and amortization
              
              
              19,590,530
              
              
              3,092,232Interest
              
              
              3,898,414
              
              
              344,531Management
                  fees - Manager
              
              
              1,482,064
              
              
              172,513Administrative
                  expense reimbursements -Manager
                  and affiliate
              
              
              1,700,883
              
              
              910,553General
                  and administrative
              
              
              1,422,848
              
              
              131,846Bad
                  debt expense
              
              
              -
              
              
              70,015Minority
                  interest
              
              
              261,333
              
              
              -Total
                  expenses
              
              
              28,356,072
              
              
              4,721,690Net
                  (loss) income
              
              $
              (1,482,503
              )
              $
              616,328Net
                  (loss) income allocable to:Additional
                  Members
              
              $
              (1,467,678
              )
              $
              610,165Manager
              
              
              (14,825
              )
              
              6,163$
              (1,482,503
              )
              $
              616,328Weighted
                  average number of additionalmember
                  shares outstanding
              
              
              317,954
              
              
              128,818Net
                  (loss) income per weighted averageadditional
                  member share outstanding
              
              $
              (4.62
              )
              $
              4.74
 
 See
          accompanying notes to condensed consolidated financial
          statements.
 3
 *Table
            of Contents*
   ICON
                  Leasing Fund Eleven, LLC(A
                  Delaware Limited Liability Company)Condensed
                  Consolidated Statement of Changes in Members' EquityFor
                  the Year Ended December 31, 2006 and for the Three Months Ended
                  March 31,
                  2007(Unaudited)AccumulatedAdditional
              
              
              
              
              
              OtherMember
              
              Additional
              
              Managing
              
              ComprehensiveShares
              
              Members
              
              Member
              
              (Loss)
                  Income
              
              TotalBalance,
                  January 1, 2006
              
              
              107,099
              
              $
              90,318,028
              
              $
              (28,876
              )
              $
              (33,886
              )
              $
              90,255,266Proceeds
                  from issuance of additionalmembers
                  shares
              
              
              185,118
              
              
              185,118,088
              
              
              -
              
              
              -
              
              
              185,118,088Sales
                  and offering expenses
              
              
              -
              
              
              (21,276,702
              )
              
              -
              
              
              -
              
              
              (21,276,702
              )Additional
                  member shares redeemed
              
              
              (53
              )
              
              (41,454
              )
              
              -
              
              
              -
              
              
              (41,454
              )Cash
                  distributions paid or accruedto
                  members
              
              
              -
              
              
              (16,600,276
              )
              
              (167,738
              )
              
              -
              
              
              (16,768,014
              )Change
                  in valuation of interest rateswap
                  contracts
              
              
              -
              
              
              -
              
              
              -
              
              
              (928,750
              )
              
              (928,750
              )Change
                  in valuation of warrantsheld
                  by joint venture
              
              
              -
              
              
              -
              
              
              -
              
              
              538,072
              
              
              538,072Foreign
                  exchange translation adjustments
              
              
              -
              
              
              -
              
              
              -
              
              
              696,585
              
              
              696,585Net
                  loss
              
              
              -
              
              
              (4,649,640
              )
              
              (46,966
              )
              
              -
              
              
              (4,696,606
              )Balance,
                  December 31, 2006
              
              
              292,164
              
              
              232,868,044
              
              
              (243,580
              )
              
              272,021
              
              
              232,896,485Proceeds
                  from issuance of additionalmembers
                  shares
              
              
              57,136
              
              
              57,135,796
              
              
              -
              
              
              -
              
              
              57,135,796Sales
                  and offering expenses
              
              
              -
              
              
              (6,569,904
              )
              
              -
              
              
              -
              
              
              (6,569,904
              )Additional
                  member shares redeemed
              
              
              (170
              )
              
              (136,048
              )
              
              -
              
              
              -
              
              
              (136,048
              )Cash
                  distributions paid or accruedto
                  members
              
              
              -
              
              
              (12,546,393
              )
              
              (126,733
              )
              
              -
              
              
              (12,673,126
              )Change
                  in valuation of interest rateswap
                  contracts
              
              
              -
              
              
              -
              
              
              -
              
              
              (77,450
              )
              
              (77,450
              )Change
                  in valuation of warrantsheld
                  by joint venture
              
              
              -
              
              
              -
              
              
              -
              
              
              (473,681
              )
              
              (473,681
              )Foreign
                  exchange translation adjustments
              
              
              -
              
              
              -
              
              
              -
              
              
              554,709
              
              
              554,709Net
                  loss
              
              
              -
              
              
              (1,467,678
              )
              
              (14,825
              )
              
              -
              
              
              (1,482,503
              )Balance,
                  March 31, 2007
              
              
              349,130
              
              $
              269,283,817
              
              $
              (385,138
              )
              $
              275,599
              
              $
              269,174,278
 
 See
          accompanying notes to condensed consolidated financial
          statements.
 4
 *Table
            of Contents*
 
 
 ICON
                  Leasing Fund Eleven, LLC(A
                  Delaware Limited Liability Company)Condensed
                  Consolidated Statements of Cash FlowsThree
                  Months Ended March 31,(Unaudited)2007
              
              2006Cash
                  flows from operating activities:Net
                  (loss) income
              
              $
              (1,482,503
              )
              $
              616,328Adjustments
                  to reconcile net (loss) income to net cash provided byoperating
                  activities:Rental
                  income paid directly to lenders by lessees
              
              
              (737,536
              )
              
              (260,665
              )Finance
                  income
              
              
              (2,332,210
              )
              
              (19,838
              )Income
                  from investments in joint ventures
              
              
              (35,680
              )
              
              (263,110
              )Net
                  gains on sales of new and leased equipment
              
              
              (272,017
              )
              
              (103,972
              )Depreciation
                  and amortization
              
              
              19,590,530
              
              
              3,092,232Bad
                  debt expense
              
              
              -
              
              
              70,015Interest
                  expense paid directly to lenders by lessees
              
              
              72,156
              
              
              34,040Change
                  in fair value of interest rate swap contract
              
              
              360,590
              
              
              -Minority
                  interest
              
              
              261,333
              
              
              -Changes
                  in operating assets and liabilities:Collection
                  of principal - non-financed receivables
              
              
              4,841,080
              
              
              540,008Rents
                  receivable
              
              
              (986,135
              )
              
              1,372,103Other
                  assets, net
              
              
              (1,292,823
              )
              
              (1,192,981
              )Payables,
                  deferred rental income and other liabilities
              
              
              (3,787,409
              )
              
              5,021,223Due
                  to Manager and affiliates, net
              
              
              206,755
              
              
              (206,146
              )Net
                  cash provided by operating activities
              
              
              14,406,131
              
              
              8,699,237Cash
                  flows from investing activities:Investments
                  in leased assets, net of cash received
              
              
              (31,713,501
              )
              
              (56,484,185
              )Proceeds
                  from sales of equipment
              
              
              4,953,900
              
              
              706,003Investment
                  in mortgage notes receivable, net
              
              
              (661,743
              )
              
              -Proceeds
                  from mortgage notes receivable
              
              
              568,797
              
              
              -Restricted
                  cash deposits received (paid)
              
              
              323,174
              
              
              (404,000
              )Investments
                  in joint ventures, net of cash acquired
              
              
              (2,625
              )
              
              (4,598,382
              )Distributions
                  received from joint ventures
              
              
              126,496
              
              
              135,080Other
                  assets, net
              
              
              (9,297,981
              )
              
              -Net
                  cash used in investing activities
              
              
              (35,703,483
              )
              
              (60,645,484
              )Cash
                  flows from financing activities:Proceeds
                  from notes payable - non-recourse
              
              
              8,675,040
              
              
              4,063,618Repayments
                  of notes payable - non-recourse
              
              
              (18,937,753
              )
              
              (1,929,519
              )Issuance
                  of additional member shares, net of sales and offering expenses
                  paid
              
              
              50,565,892
              
              
              40,623,048Redemption
                  of additional member shares
              
              
              (136,048
              )
              
              -Due
                  to Manager and affiliates, net
              
              
              (61,111
              )
              
              81,000Cash
                  distributions to members
              
              
              (6,902,472
              )
              
              (2,631,586
              )Distributions
                  to minority interest holders
              
              
              (706,933
              )
              
              -Net
                  cash provided by financing activities
              
              
              32,496,615
              
              
              40,206,561Effects
                  of exchange rates on cash and cash equivalents
              
              
              79,095
              
              
              (727,038
              )Net
                  increase (decrease) in cash and cash equivalents
              
              
              11,278,358
              
              
              (12,466,724
              )Cash
                  and cash equivalents, beginning of the period
              
              
              61,200,675
              
              
              71,449,920Cash
                  and cash equivalents, end of the period
              
              $
              72,479,033
              
              $
              58,983,196
  See
          accompanying notes to condensed consolidated financial
          statements.
 5
 *Table
            of Contents*
   ICON
                  Leasing Fund Eleven, LLC(A
                  Delaware Limited Liability Company)Condensed
                  Consolidated Statements of Cash FlowsThree
                  Months Ended March 31,(Unaudited)2007
              
              2006Supplemental
                  disclosure of cash flow information:Cash
                  paid during the period for interest
              
              $
              3,826,258
              
              $
              310,491Supplemental
                  disclosure of non-cash investing and financing activities:Non-cash
                  portion of equipment purchased with non-recourse debt
              
              $
              -
              
              $
              82,576,156Principal
                  and interest on non-recourse notes payablepaid
                  directly to lenders by lessees
              
              $
              1,096,371
              
              $
              506,959Transfer
                  from other assets to investments in leased assets
              
              $
              -
              
              $
              2,828,287
 
 See
          accompanying notes to condensed consolidated financial
          statements.
 6
 *Table
            of Contents*
  ICON
          Leasing Fund Eleven, LLC
 (A
          Delaware Limited Liability Company)
 Notes
          to
          Condensed Consolidated Financial Statements
 March
          31,
          2007
 (Unaudited)
 (1)  Basis
        of
        Presentation and Consolidation
 
 The
        accompanying condensed consolidated financial statements of ICON Leasing
        Fund
        Eleven, LLC (the “LLC”) have been prepared in accordance with accounting
        principles generally accepted in the United States of America (“GAAP”) for
        interim financial information and pursuant to the rules and regulations of
        the
        Securities and Exchange Commission for Quarterly Reports on Form 10-Q.
        Accordingly, they do not include all of the information and footnotes required
        by GAAP for complete financial statements. In the opinion of ICON Capital
        Corp.
        (“the Manager”), all adjustments (consisting only of normal recurring accruals)
        considered necessary for a fair presentation have been included. These condensed
        consolidated financial statements should be read together with the consolidated
        financial statements and notes included in the LLC’s 2006 Annual Report on Form
        10-K. The results for the interim period are not necessarily indicative of
        the
        results for the full year.
 
 The
        condensed consolidated financial statements include the accounts of the LLC
        and
        its majority owned subsidiaries. All intercompany accounts and transactions
        have
        been eliminated in consolidation.
 
 The
        LLC
        accounts for its noncontrolling interests in joint ventures where the LLC
        has
        influence on financial and operational matters, generally greater than 5%
        and
        less than 50% ownership interest, under the equity method of accounting.
        In such
        cases, the LLC's original investments are recorded at cost and adjusted for
        its
        share of earnings, losses and distributions. The LLC accounts for investments
        in
        joint ventures where the LLC has virtually no influence over financial and
        operational matters using the cost method of accounting. In such cases, the
        LLC's original investments are recorded at cost and any distributions 
received are recorded as dividend income. All of the LLC's investments in
        joint
        ventures are subject to its impairment review policies.
 
 In
        joint
        ventures where the LLC’s interest is majority owned, the financial condition and
        results of operations of the joint venture are consolidated. Minority interest
        represents the minority owner’s proportionate share of its equity in the joint
        venture. The minority interest is adjusted for the minority owner’s share of the
        earnings, losses and distributions of the joint venture.
 
 (2)  Organization
  The
        LLC
        was formed on December 2, 2004 as a Delaware limited liability company and
        commenced operations on May 6,  2005
        when
        the LLC admitted its
        first Additional Members. Additional Members represent all members other
        than
        the Manager. The LLC is engaged in one business segment, the business of
        purchasing equipment and leasing it to third-party end users, acquiring
        equipment subject to lease and, to a lesser extent, acquiring ownership rights
        to items of leased equipment at lease expiration. From
        time to time, the LLC also purchases equipment and sells it to its leasing
        customers. The LLC will continue until December 31, 2024, unless terminated
        sooner.
 
 The
        Manager of the LLC is a Connecticut corporation. The Manager manages and
        controls the LLC’s business affairs, including, but not limited to, the
        equipment leases and financing transactions, pursuant to the terms of the
        Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”)
        with the LLC. The
        Manager has a 1% interest in the profits, losses, cash distributions and
        liquidation proceeds of the LLC.
 
 
 7
 *Table
            of Contents*
 
 ICON
          Leasing Fund Eleven, LLC
 (A
          Delaware Limited Liability Company)
 Notes
          to
          Condensed Consolidated Financial Statements
 March
          31,
          2007
 (Unaudited)
 
 (2)  Organization
        - continued
 
 The
        LLC
        had its initial closing on May 6, 2005 (“Commencement of Operations”) with the
        initial sale of member shares. Through March 31, 2007, the LLC sold 349,353
        member shares, representing $349,352,657 of capital contributions. Through
        March
        31, 2007, the LLC redeemed 223 additional member shares, leaving 349,130
        additional member shares outstanding at March 31, 2007. Beginning with the
        Commencement of Operations, the LLC has been paying sales commissions incurred
        to third parties and various fees to the Manager and ICON Securities Corp.
        (“ICON Securities”), a wholly-owned subsidiary of the Manager. These sales
        commissions and fees paid to the Manager and its affiliate are recorded as
        a
        reduction to the LLC’s equity. Through March 31, 2007, the LLC had paid or
        accrued $27,943,739 of sales commissions to third parties, $6,740,290 of
        organizational and offering expenses to the Manager, and $6,987,053 of
        underwriting fees to ICON Securities.
  The
        LLC’s
        offering period ended on April 20, 2007 and its operating period commenced.
        The
        LLC will invest most of the net proceeds from its offering in items of equipment
        that are subject to a lease. After the net offering proceeds are invested,
        additional investments will be made with the cash generated from the LLC’s
        initial investments, to the extent that cash is not needed for expenses,
        reserves or distributions to members. The investment in additional equipment
        in
        this manner is called “reinvestment.” The LLC currently anticipates purchasing
        equipment from time to time until approximately April 2012, unless that date
        is
        extended for up to an additional three years, at the Manager’s sole discretion.
        After the reinvestment period, the LLC will then sell its assets in the ordinary
        course of business, a time frame called the “liquidation period.”
  Summary
        of Significant Accounting Policies
  Use
        of
        Estimates
 
 The
        preparation of consolidated financial statements in conformity with GAAP
        requires the Manager to make estimates and assumptions that affect the reported
        amounts of assets and liabilities and the disclosure of contingent assets
        and
        liabilities as of the date of the condensed consolidated financial statements
        and the reported amounts of revenues and expenses during the reporting period.
        Significant estimates primarily include the determination of allowance for
        doubtful accounts, the value of unguaranteed residual values, depreciation
        and
        amortization and impairment losses. Actual results could differ from those
        estimates.
 
 Reclassifications
 
 Certain reclassifications
        have been made to the accompanying condensed consolidated financial statements
        in prior periods to conform to the current presentation.
 
 (4)  Leasing
        Portfolio
 
 On
        March
        7, 2006, the LLC acquired substantially the entire equipment leasing portfolio
        (the “Leasing Portfolio”) of Clearlink Capital Corporation (“Clearlink”), based
        in Mississauga, Ontario, Canada. At the time of the acquisition, the Leasing
        Portfolio consisted of approximately 1,100 equipment schedules originated
        by
        Clearlink with predominantly large, investment grade quality lessees and
        was
        comprised mainly of information technology and technology-related equipment,
        including personal computers and client/server equipment that perform
        business-related functions such as database inquiries. This equipment is
        primarily leased in both the United States and Canada. The Leasing Portfolio
        had
        a weighted average remaining lease term of approximately 18 months at the
        time
        of acquisition.
   8
 *Table
            of Contents*
 ICON
          Leasing Fund Eleven, LLC
 (A
          Delaware Limited Liability Company)
 Notes
          to
          Condensed Consolidated Financial Statements
 March
          31,
          2007
 (Unaudited)
 
 (4)  Leasing
        Portfolio - continued
 
 For
        the
        three months ended March 31, 2007, the LLC purchased an additional approximately
        $9,287,000 of new equipment. The
        LLC
        paid or accrued an acquisition fee to the Manager of approximately $279,000
        relating to these transactions.
 
 (5)  Investments
        in Finance Leases
 
 *Teal
        Jones*
 
 On
        November 8, 2006, through two wholly-owned subsidiaries ICON Teal Jones,
        LLC and
        ICON Teal Jones, ULC (collectively, "ICON Teal Jones"), the LLC entered into
        a
        lease financing arrangement with The Teal Jones Group and Teal Jones Lumber
        Services, Inc. (collectively, “Teal Jones”) by acquiring from Teal Jones
        substantially all of the equipment, plant and machinery used by Teal Jones
        in
        its lumber processing operations in Canada and the United States. The 84
        month
        lease began on December 1, 2006 and grants Teal Jones the right to end the
        lease
        early if certain lump sum payments are made to ICON Teal Jones. The total
        lease
        financing amount was approximately $36,000,000. The LLC paid an acquisition
        fee
        to the Manager of approximately $1,063,000 relating to this
        transaction.
  In
        connection with and as further security for the lease financing arrangement,
        Teal Cedar Products Ltd., an affiliate of The Teal Jones Group, delivered
        a
        secured promissory note to ICON Teal Jones, ULC (the “Note”). The Note is
        secured by a lien on certain land located in British Columbia, Canada owned
        by
        Teal Jones and where substantially all of the equipment is operated. The
        Note
        was in the amount of approximately $13,291,000 (CAD $15,000,000 on November
        8,
        2006), accrues interest at 20.629% per year and matures on December 1, 2013.
        The
        Note requires quarterly payments of $568,797 through September 1, 2013. On
        December 1, 2013, a balloon payment of approximately $18,519,000 is due and
        payable.
 
 (6)  Investments
        in Operating Leases
 
 *Containership
        Vessels*
 
 On
        June
        21, 2006, the LLC, through its wholly-owned subsidiaries ICON European
        Container, LLC (“EC I”) and ICON European Container II, LLC (“EC II” and
        together with EC I, the “ZIM Purchasers”), acquired four container vessels from
        Old Course Investments LLC (“Old Course”). The M/V Adaman Sea (f/k/a ZIM
        America) and the M/V ZIM Japan (both owned by EC I) are subject to bareboat
        charters that expire in November 2010. The M/V ZIM Hong Kong and the M/V
        ZIM
        Israel (both owned by EC II) are subject to bareboat charters that expire
        in
        January 2011. These four
        vessels (collectively, the “ZIM Vessels”) are subject to bareboat charters with
        ZIM Integrated Shipping Services Ltd. (“ZIM”).
 
 The
        purchase price for the ZIM Vessels was approximately $142,500,000, comprised
        of
        (i) a cash payment of approximately $35,876,000, (ii) the assumption of
        approximately $93,325,000 of non-recourse indebtedness under a secured loan
        agreement with HSH Nordbank AG (the “HSH Loan Agreement”), (iii) the assumption
        of approximately $12,000,000 of non-recourse indebtedness, secured by a second
        priority mortgage over the ZIM Vessels in favor of ZIM and (iv) less the
        acquisition of related assets of approximately $3,273,000. The obligations
        under
        the HSH Loan Agreement are secured by a first priority mortgage over the
        ZIM
        Vessels (See Note 9). The LLC incurred professional fees of approximately
        $336,000 and paid to the Manager an acquisition fee of approximately $4,236,000
        relating to this transaction. These fees were capitalized as part of the
        acquisition cost of the ZIM Vessels.
 
  9
 *Table
            of Contents*
 ICON
          Leasing Fund Eleven, LLC
 (A
          Delaware Limited Liability Company)
 Notes
          to
          Condensed Consolidated Financial Statements
 March
          31,
          2007
 (Unaudited)
 
 (6)  Investments
        in Operating Leases - continued
 
 The
        ZIM
        Vessels are owned by two Norwegian limited partnerships, European Container
        KS
        and European Container KS II (collectively, the “KS Companies”). The acquisition
        of the ZIM Vessels was accomplished by the LLC acquiring all of Old Course’s
        right, title and interest in and to all of the issued and outstanding shares
        (the “AS Shares”) of two Norwegian limited liability companies, European
        Container AS and European Container AS II (collectively, the “AS Companies”) and
        all of Old Course’s and the AS Companies’ right, title and interest in and to
        all of the issued and outstanding limited partnership interests (the “KS
        Shares,” and collectively with the AS Shares, the “Shares”) of the KS Companies.
        The acquisition of the ZIM Vessels was treated as an asset purchase, which
        is consistent with industry practices, as the historical operating data for
        the
        ZIM Vessels is not reviewed nor is it material to the LLC’s decision to make
        such acquisition.
 
 In
        connection with the acquisition of the ZIM Vessels, a controlling affiliate
        of
        Old Course issued a Guaranty for the benefit of the ZIM Purchasers, dated
        June
        21, 2006, guaranteeing the obligations of Old Course under the purchase and
        sale
        agreement (the “PSA”). In addition, Old Course and the ZIM Purchasers entered
        into an Escrow Agreement to secure the indemnification obligations of Old
        Course
        under the PSA. Pursuant to the terms and conditions of the Escrow Agreement,
        the
        ZIM Purchasers deposited $2,000,000 of the purchase price into escrow (the
        “Escrow Amount”), of which 50% was released to Old Course because no claims were
        made prior to the six month anniversary of the closing of the acquisition;
        the
        balance will be released on the first anniversary of the closing of the
        acquisition if no claims are made within such time period.
 
 *Tanker
        Vessels*
 
 On
        June
        16, 2006, the LLC, through its wholly-owned subsidiaries ICON Doubtless,
        LLC,
        ICON Faithful, LLC, ICON Spotless, LLC, and ICON Vanguard, LLC (collectively,
        the “Companies”), acquired four product carrying vessels named: the M/T
        Doubtless, the M/T Faithful, the M/T Spotless, and the M/T Vanguard
        (collectively, the “Tankers”) from subsidiaries of Oceanbulk Maritime, S.A. The
        Companies acquired the Tankers directly, except for ICON Vanguard, LLC, which
        acquired the M/T Vanguard through its wholly-owned Cypriot subsidiary, Isomar
        Marine Company Limited (“Isomar” and, together with the Companies, the “Tanker
        Purchasers”).
 
 The
        Tankers are subject to bareboat charters with subsidiaries of Top Tankers,
        Inc.
        (“Top Tankers”). The bareboat charters expire in February 2011. The purchase
        price for the Tankers was approximately $115,097,000, comprised of (i)
        approximately $22,650,000 in cash, (ii) the assumption of approximately
        $80,000,000 of senior non-recourse debt obligations, (iii) the assumption
        of
        approximately $10,000,000 of junior non-recourse debt obligations (See Note
        9)
        and (iv) less approximately $1,222,000 of discounted interest on the junior
        non-recourse debt obligations. The LLC incurred professional fees of
        approximately $290,000 and paid to the Manager an acquisition fee of
        approximately $3,379,000 relating to these transactions. These fees were
        capitalized as part of the acquisition cost of the Tankers.
 
 *Information
        Technology Equipment*
 
 On
        November 17, 2005, the LLC, along with ICON Income Fund Eight A L.P. (“Fund
        Eight A”) and ICON Income Fund Ten, LLC (“Fund Ten”), both entities managed by
        the Manager, formed ICON Global Crossing, LLC (“ICON Global Crossing”), with
        ownership interests of approximately 44%, 12% and 44%, respectively, to purchase
        state-of-the-art telecommunications equipment from various vendors on lease
        to
        Global Crossing Telecommunications,
        Inc. (“Global Crossing”). On March 31, 2006, the LLC made an additional capital
        contribution to ICON Global Crossing of approximately $7,734,000, which changed
        Fund Eight A’s, Fund Ten’s and the LLC’s ownership interests to approximately
        8.0 %, 30.6% and 61.4%, respectively. Accordingly, the LLC consolidated the
        balance sheet of ICON Global Crossing at March 31, 2006 and consolidated
        its
        results of operations beginning April 1, 2006. The total capital contributions
        made to ICON Global Crossing as of March 31, 2007 were approximately
        $25,131,000, of which the LLC’s share was approximately
        $15,429,000.
   10
 *Table
            of Contents*
 ICON
          Leasing Fund Eleven, LLC
 (A
          Delaware Limited Liability Company)
 Notes
          to
          Condensed Consolidated Financial Statements
 March
          31,
          2007
 (Unaudited)
 
 (6)  Investments
        in Operating Leases - continued
 
 During
        February and March 2006, ICON Global Crossing purchased approximately
        $22,113,000 of equipment that is subject to a lease with Global Crossing
        and
        during April 2006 purchased approximately
        $3,165,000 of additional equipment that is subject to a lease with Global
        Crossing (including initial direct costs in the form of legal fees of
        approximately $157,000). The term of the lease is 48 months, and the lease
        commenced on April 1, 2006. The LLC paid an acquisition fee to the Manager
        of
        approximately $232,000 relating to the additional capital contribution made
        during March 2006.
  On
        December 29, 2006, the LLC, through its wholly-owned subsidiary, ICON Global
        Crossing III, LLC (“ICON Global Crossing III”), purchased state-of-the-art
        telecommunications equipment for approximately $9,779,000 in cash. This
        equipment is subject to a lease with Global
        Crossing Telecommunications, Inc. and Global Crossing North American Networks,
        Inc. (collectively, the “Global Crossing Group”) .
        The
        base lease term of the lease is 48 months, and commenced on January 1, 2007.
        The
        LLC paid an acquisition fee to the Manager of approximately $293,000 relating
        to
        this transaction.
 
 During
        February 2007, ICON Global Crossing III purchased approximately $6,893,000
        of
        additional equipment that is subject to a lease with the Global Crossing
        Group.
        The term of the lease is 48 months, and the lease commenced on March 1, 2007.
        The LLC paid an acquisition fee to the Manager of approximately $207,000
        relating to this transaction.
 
 (7)  Joint
        Ventures
 
 The
        joint
        ventures described below are not consolidated with the LLC.
 
 ICON
        Global Crossing II
 
 On
        September 28, 2006, Fund Ten and ICON Income Fund Nine, LLC (“Fund Nine”), an
        entity also managed by the Manager, formed ICON Global Crossing II LLC (“ICON
        Global Crossing II”), with original ownership interests of approximately 83% and
        17%, respectively. The total capital contributions made to ICON Global Crossing
        II were approximately $12,044,000, of which Fund Ten’s share was approximately
        $10,044,000 and Fund Nine’s share was approximately $2,000,000.
 
 On
        September 28, 2006, ICON Global Crossing II purchased approximately $12,044,000
        of state-of-the-art telecommunications equipment that is subject to a 48
        month
        lease with the Global Crossing Group that commenced on November 1, 2006.
 
 On
        October 31, 2006, the LLC made a capital contribution of approximately
        $1,841,000 to ICON Global Crossing II. The contribution changed the ownership
        interests of ICON Global Crossing II for Fund
        Ten,
        Fund Nine and the LLC at October 31, 2006 to 72.34%, 14.40% and 13.26%,
        respectively. The additional contribution was used to purchase state-of-the-art
        telecommunications equipment subject to a 48 month lease with the Global
        Crossing Group that commenced on November 1, 2006.
 
  11
 *Table
            of Contents*
 ICON
          Leasing Fund Eleven, LLC
 (A
          Delaware Limited Liability Company)
 Notes
          to
          Condensed Consolidated Financial Statements
 March
          31,
          2007
 (Unaudited)
 
 (7)  Joint
        Ventures - continued
 
 The
        LLC
        paid approximately $55,000 in acquisition fees to the Manager, which was
        capitalized to other assets and is being amortized to operations over the
        corresponding lease term.
 
 ICON
        AEROTV, LLC
 
 The
        LLC
        owns a 50% interest in ICON AeroTV, LLC (“ICON AeroTV”), whose sole purpose was
        owning equipment leased to AeroTV Ltd (“AeroTV”). On
        February 13, 2007, AeroTV’s customer, the largest scheduled bus line in Europe,
        terminated its service agreement with AeroTV. Shortly thereafter, AeroTV
        notified the Manager of its inability to pay certain rent owed to ICON AeroTV
        and has recently filed for insolvency protection in the United Kingdom. Upon
        receiving such notifications, the Manager, in consideration for the forgiveness
        of certain rent, was able to negotiate directly with AeroTV's customer to
        receive lease payments due to ICON AeroTV through the date of termination
        of the
        service agreement between AeroTV and its customer. Certain facts came to
        light that
        gave
        the Manager serious concerns regarding the propriety of AeroTV's actions
        during
        and after the execution of the lease with AeroTV. The Manager thoroughly
        reviewed these facts and circumstances with outside legal counsel. On
        February 20, 2007, ICON AeroTV sent notice to AeroTV, which terminated the
        Master Lease Agreement. On April
        18, 2007, ICON AeroTV filed a lawsuit in the United Kingdom’s High Court of
        Justice, Queen’s Bench Division against AeroTV and one of its directors for
        fraud. The lease was recorded by ICON AeroTV as a finance lease. At December
        31,
        2006, there were approximately $882,000 of minimum rents receivable over
        the
        remaining life of the lease. During March 2007, ICON AeroTV collected
        approximately $218,000 of the remaining minimum rents receivable balance.
        As a
        result of the foregoing, ICON
        AeroTV has recorded a reserve for the remaining minimum rents receivable
        balance
        of approximately $664,000 at March 31, 2007.
 
 On
        February 20, 2007, ICON AeroTV disposed of the leased assets with a remaining
        cost basis of approximately $441,000. ICON AeroTV recognized the relinquished
        security deposit and deferred income of approximately $288,000 as proceeds
        from
        the disposition, which resulted in a loss of approximately $153,000. During
        April 2007, the remaining amounts previously contributed to ICON AeroTV by
        the
        LLC for the purchase of on-board digital audio/visual systems were returned
        to
        the LLC and Fund Ten (owner of the other 50% interest) along with accrued
        interest totaling approximately $5,215,000.
 
 ICON
        EAM,
        LLC
 
 On
        November 9, 2005, the LLC, along with Fund Ten, formed ICON EAM, LLC (“ICON
        EAM") and each contributed approximately $5,618,000 in cash for a 50% interest
        in ICON EAM with the intention of purchasing industrial gas meters and
        accompanying data gathering equipment that would be subject to a Master Lease
        with EAM Assets Ltd. (“EAM”). EAM is a meter asset manager whose business is
        maintaining industrial gas meters in the United Kingdom. EAM was unable to
        meet
        its conditions precedent to the LLC’s obligations to perform under the Master
        Lease. The Manager attempted to negotiate a resolution with EAM regarding
        its
        failure to meet those conditions precedent. Based on the Manager’s further due
        diligence, the Manager determined it was not in the LLC’s best interest to enter
        into a work-out situation with EAM at this time. All amounts funded to ICON
        EAM
        in anticipation of purchasing the industrial gas meters and accompanying
        data
        gathering equipment were deposited into an interest bearing escrow account
        controlled by ICON EAM's legal counsel. In April 2007, ICON EAM's initial
        investment and all accrued interest was returned to the LLC and Fund Ten
        in the
        amount of approximately $13,833,000.
   12
 *Table
            of Contents*
  ICON
          Leasing Fund Eleven, LLC
 (A
          Delaware Limited Liability Company)
 Notes
          to
          Condensed Consolidated Financial Statements
 March
          31,
          2007
 (Unaudited)
 (8)  Equipment
        Held for Sale or Lease
 
 Equipment
        held for sale or lease includes equipment recently purchased on behalf of
        a
        lessee for whom the lease term has not yet commenced, as well as equipment
        previously leased to end users which has been returned to the LLC following
        lease expiration. At March 31, 2007, equipment held for sale or lease includes
        approximately $12,410,000 of auto parts manufacturing equipment to be leased
        to
        Heuliez SA and Heuliez Investissements SNC. The lease begins April 1, 2007
        for a
        60 month term and will be recorded as an operating lease.
 
 (9)  Notes
        Payable - Non-Recourse
 
 *Containership
        Vessels*
 
 In
        connection with the acquisition of the ZIM Vessels (See Note 6), the LLC
        assumed
        approximately $93,325,000 of a senior non-recourse debt obligation under
        the HSH
        Loan Agreement. Pursuant
        to the terms of the HSH Loan Agreement, there are two separate portions to
        the
        senior non-recourse debt obligation: (i) approximately $43,600,000 for the
        acquisition of the M/V ZIM Japan and M/V Adaman Sea (f/k/a ZIM America) and
        (ii)
        approximately $49,725,000 for the acquisition of the M/V ZIM Hong Kong and
        M/V
        ZIM Israel. HSH Nordbank AG has a first priority security interest in the
        ZIM
        Vessels. The KS Companies are jointly and severally liable for the obligations
        under the HSH Loan Agreement and the ZIM Vessels are
        cross-collateralized.
 
 As
        part
        of the acquisition of the ZIM Vessels, the LLC assumed three interest rate
        swap
        contracts. The LLC accounts for these swap contracts as fair value hedges
        in
        accordance with Statement of Financial Accounting Standards (“SFAS”) No. 133
        (“SFAS No. 133”), as amended, and recorded the fair value of the swap contracts
        at June 21, 2006 and recognizes the periodic change in the fair value of
        the
        interest rate swap contracts through the statement of operations. The LLC
        recorded approximately $143,000 through the statement of operations as interest
        expense for the three months ended March 31, 2007.
 
 In
        connection with the acquisition of the ZIM Vessels, the LLC also assumed
        $12,000,000 of junior non-recourse debt obligations payable to ZIM consisting
        of
        (i) approximately $5,800,000 relating to the acquisition of the M/V ZIM Japan
        and M/V Adaman Sea (f/k/a ZIM America) and (ii) approximately $6,200,000
        relating to the acquisition of the M/V ZIM Hong Kong and M/V ZIM Israel.
        ZIM has
        a second priority security interest in the ZIM Vessels as security for the
        junior non-recourse debt obligations.
  At
        March
        31, 2007, the outstanding balance of the senior and junior non-recourse debt
        obligations for the ZIM Vessels was $93,081,866.
 
 *Tanker
        Vessels*
 
 In
        connection with the acquisition of the Tankers (See Note 6), the Tanker
        Purchasers entered into a non-recourse senior secured loan agreement (the
        “Fortis Loan Agreement”) with Fortis Bank NV/SA (“Fortis”) for approximately
        $80,000,000. Pursuant to the terms of the Fortis Loan Agreement, there were
        four
        separate advances: (i) approximately $19,364,000 for the acquisition of the
        M/T
        Doubtless, (ii) approximately $19,364,000 for the acquisition of the M/T
        Spotless, (iii) approximately $20,363,000 for the acquisition of the M/T
        Faithful, and (iv) approximately $20,909,000 for the acquisition of the M/T
        Vanguard. The advances are all cross-collateralized.
 
 As
        part
        of the acquisition of the Tankers, the Tanker Purchasers entered into four
        interest rate swap contracts. The
        LLC
        accounts for these swap contracts as cash flow hedges in accordance with
        SFAS
        133, as amended, and records the interest rate swap contracts at their estimated
        fair value and recognizes the periodic change in their fair value as other
        comprehensive income.
   13
 *Table
            of Contents*
  ICON
          Leasing Fund Eleven, LLC
 (A
          Delaware Limited Liability Company)
 Notes
          to
          Condensed Consolidated Financial Statements
 March
          31,
          2007
 (Unaudited)
 
 (9)  Notes
        Payable - Non-Recourse - continued
 
 In
        connection with the acquisition of the Tankers, the Tanker Purchasers assumed
        junior non-recourse debt obligations of approximately $10,000,000 payable
        to Top
        Tankers, consisting of (i) approximately $2,420,000 relating to the acquisition
        of the M/T Doubtless, (ii) approximately $2,420,000 relating to the acquisition
        of the M/T Spotless, (iii) approximately $2,550,000 relating to the acquisition
        of the M/T Faithful and (iv) approximately $2,610,000 relating to the
        acquisition of the M/T Vanguard.
 
 At
        March
        31, 2007, the outstanding balance of the senior and junior non-recourse debt
        obligations for the Tankers was $78,480,347.
 
 *Leasing
        Portfolio*
 
 In
        connection with the acquisition of the Leasing Portfolio from Clearlink,
        the LLC
        incurred non-recourse debt obligations. In the ordinary course of business,
        the
        LLC continually enters into non-recourse debt obligations in order to finance
        acquisitions to the Leasing Portfolio. For the three months ended March 31,
        2007, the LLC incurred additional borrowings of approximately $8,675,000.
        At
        March 31, 2007, the Leasing Portfolio’s non-recourse debt obligations accrue
        interest at rates ranging from 4.59% to 7.36% per year and mature at various
        dates through September 2015. At March 31, 2007, the outstanding balance
        of the
        non-recourse debt obligations was $81,106,154.
 
 (10)  Revolving
        Loan Facility - Recourse
 
 On
        August
        31, 2005, the LLC, together with certain of its affiliates (entities sponsored
        and organized by the Manager), ICON Income Fund Eight B, L.P. (“Fund Eight B”),
        Fund Nine, and Fund Ten (collectively, the "Borrowers") entered into a
        Commercial Loan Agreement (the "Loan Agreement"), with California Bank &
Trust (the “Lender”). The Loan Agreement provides for a revolving line of credit
        of up to $17,000,000 pursuant to a senior secured revolving loan facility
        (the
        "Facility") which is secured by all assets of the Borrowers not subject to
        a
        first priority lien, as defined in the Loan Agreement. Each of the Borrowers
        is
        jointly and severally liable for all amounts borrowed under the Facility.
        Amounts available under the Facility are subject to a borrowing base that
        is
        determined, subject to certain limitations, on the present value of the future
        receivables under certain lease agreements in which the Borrowers have a
        beneficial interest.
 
 As
        part
        of the Loan Agreement, the Borrowers are required to comply with certain
        financial covenants, including, a minimum debt coverage ratio, a tangible
        net
        worth covenant, a leverage ratio and a minimum liquidity covenant. The Borrowers
        are in compliance with these covenants at March 31, 2007. The Loan Agreement
        prohibits the Borrowers from declaring or paying any distribution to investors
        if such a payment would cause the Borrowers to become non-compliant with
        the
        financial covenants in the Loan Agreement.
 
 In
        addition, on August 31, 2005, the Borrowers entered into a Contribution
        Agreement (the "Contribution Agreement") pursuant to which the Borrowers
        agreed
        to certain restrictions on the amounts and terms of their respective borrowings
        under the Facility in order to minimize the risk that a Borrower would be
        unable
        to repay its portion of the outstanding obligations under the Facility at
        any
        time. These restrictions include, but are not limited to, borrowing in excess
        of
        the lesser of (a) an amount each Borrower could reasonably expect to repay
        in
        one year from its projected free cash flow, or (b) the greater of (i) the
        borrowing base, as defined in the Loan Agreement, as applied to such and
        (ii)
        50% of the net worth of such Borrower. The Contribution Agreement also provides
        that, in the event a Borrower pays an amount under the Contribution Agreement
        in
        excess of its share of the total obligations under the Facility, whether
        by
        reason of an event of default or otherwise, the other Borrowers will immediately
        make a contribution payment to such Borrower and in such amount that the
        aggregate amount paid by each Borrower reflects its allocable share of the
        aggregate obligations under the Facility. The Borrowers' obligations to each
        other under the Contribution Agreement are collateralized by a subordinate
        lien
        on the assets of each Borrower. The Borrowers are in compliance with the
        Contribution Agreement at March 31, 2007 and no amounts are due to or payable
        by
        the LLC under the Contribution Agreement.
   14
 *Table
            of Contents*
 ICON
          Leasing Fund Eleven, LLC
 (A
          Delaware Limited Liability Company)
 Notes
          to
          Condensed Consolidated Financial Statements
 March
          31,
          2007
 (Unaudited)
 
 (10)  Revolving
        Loan Facility - Recourse - continued
  On
        December 26, 2006, the Borrowers entered into a Loan Modification Agreement
        (the
“Loan Modification”) to the Loan Agreement. The changes to the Loan Agreement
        are an extension of the Facility from August 31, 2007 to September 30, 2008
        and
        the lowering of (i) the interest rate for advances under the Facility from
        the
        Lender’s prime rate plus 0.25% to the Lender’s prime rate and (ii) the interest
        rate on the five separate advances that are permitted to be made under the
        Facility at the
        rate
        at which United States dollar deposits can be acquired by the Lender in the
        London Interbank Eurocurrency Market (the “LIBOR Rate”) plus 2.75% per year to
        the LIBOR Rate plus 2.5% per year. In addition, pursuant to the terms of
        the
        Loan Modification, the Borrowers no longer have to maintain a cash reserve.
        The
        interest rate at March 31, 2007 was 8.25%.
 
 Aggregate
        borrowings by all Borrowers under the Facility amounted to $6,635,000 at
        March
        31, 2007. The LLC currently has no borrowings under the Facility.
 
 (11)  Comprehensive
        (loss) income
 
 Comprehensive
        (loss) income consists of the following:
  (Unaudited)Three
                    Months EndedMarch
                    31,2007
                
                2006Net
                    (loss) income
                
                $
                (1,482,503
                )
                $
                616,328Other
                    comprehensive (loss) income :Change
                    in valuation of interest rate swap contracts
                
                
                (77,450
                )
                
                -Change
                    in valuation of warrants held by joint venture
                
                
                (473,681
                )
                
                1,188,119Foreign
                    currency translation adjustments
                
                
                554,709
                
                
                (625,758
                )Comprehensive
                    (loss) income
                
                $
                (1,478,925
                )
                $
                1,178,689
  (12)  Transactions
        with Related Parties
 
 The
        LLC
        has entered into certain agreements with its Manager and ICON Securities,
        whereby the LLC pays certain fees and reimbursements to these parties. The
        Manager is entitled to receive 3.5% on capital raised up to $50,000,000,
        2.5% of
        capital raised between $50,000,001 and $100,000,000 and 1.5% of capital raised
        over $100,000,000. ICON Securities is entitled to receive a 2% underwriting
        fee
        from the gross proceeds from sales of shares to the additional
        members.
   15
 *Table
            of Contents*
  ICON
          Leasing Fund Eleven, LLC
 (A
          Delaware Limited Liability Company)
 Notes
          to
          Condensed Consolidated Financial Statements
 March
          31,
          2007
 (Unaudited)
 (12)  Transactions
        with Related Parties - continued
 
 In
        accordance with the terms of these agreements, the LLC pays or paid the Manager
        (i) management fees ranging from 1% to 7% based on a percentage of the rentals
        recognized either directly by the LLC or through its joint ventures, and
        (ii)
        acquisition fees, through the end of the operating period, of 3% of the gross
        value of the LLC’s acquisition transactions. In addition, the Manager is
        reimbursed for administrative expenses incurred in connection with the LLC’s
        operations. The
        Manager has assigned its rights and obligations to provide the LLC with
        administrative services and collect reimbursement for those services relating
        to
        the Leasing Portfolio to the Manager’s Canadian affiliate, ICON Funding ULC,
        pursuant to a management agreement between the Manager and ICON Funding
        ULC.
 
 The
        Manager performs certain services relating to the management of the LLC’s
        equipment leasing activities. Such services include the collection of lease
        payments from the lessees of the equipment, re-leasing services in connection
        with equipment which is off-lease, inspections of the equipment, liaison
        with
        and general supervision of lessees to assure that the equipment is being
        properly operated and maintained, monitoring performance by the lessees of
        their
        obligations under the leases and the payment of operating expenses.
 
 Administrative
        expense reimbursements are costs incurred by the Manager or its affiliates
        that
        are necessary to the LLC’s operations.  These costs include the Manager’s
        and its affiliates legal, accounting, investor relations and operations
        personnel, as well as professional fees and other costs, that are charged
        to the
        LLC based upon the percentage of time such personnel dedicate to the LLC. 
Excluded are salaries and related costs, travel expenses and other
        administrative costs incurred by individuals with a controlling interest
        in the
        Manager.
 
 The
        Manager also has a 1% interest in the LLC’s profits, losses, cash distributions
        and liquidation proceeds. The LLC paid distributions to the Manager of $69,026
        for the three months ended March 31, 2007. The Manager’s interest in the LLC’s
        net (loss) income for the three month periods ended March 31, 2007 and 2006
        was
        $(14,825) and $6,163, respectively.
 
 Fees
        and
        other expenses paid or accrued by the LLC to the Manager or its affiliates
        for
        the three months ended March 31, 2007 and 2006, are as follows:
  Entity
              
              Capacity
              
              Description
              
              2007
              
              2006ICON
                  Capital Corp.
              
              Manager
              
              Organization
                andoffering
                  expenses (1)
              
              $
              857,037
              
              $
              688,506ICON
                  Securities Corp.
              
              Managing
                broker-dealer
              
              Underwriting
                fees (1)
              
              $
              1,142,716
              
              $
              918,007ICON
                  Capital Corp.
              
              Manager
              
              Acquisition
                fees (2)
              
              $
              2,822,907
              
              $
              1,313,428ICON
                  Capital Corp.
              
              Manager
              
              Management
                fees (3)
              
              $
              1,482,064
              
              $
              172,513ICON
                  Capital Corp. and affiliate
              
              Manager
              
              Administrative
                fees (3)
              
              $
              1,700,883
              
              $
              910,553(1)
                  Amount charged directly to members' equity.(2)
                  Amount capitalized and amortized to operations.(3)
                  Amount charged directly to operations.
 
 At
        March
        31, 2007, the LLC had a net payable due to its Manager and affiliates of
        $508,344. The significant components are as follows: the Manager was due
        $502,130, which is comprised of $368,692 of administrative expense
        reimbursements, $88,649 of acquisition fees, $30,421 of management fees and
        $14,368 of organization and offering expenses. ICON Securities was due $19,157
        for underwriting fees.
 
 From
        April 1, 2007 to the end of the offering period on April 20, 2007, the LLC
        raised an additional $15,871,032 of additional member contributions. During
        this
        period, the LLC has paid or accrued organization and offering expenses to
        the
        Manager of $238,065 and underwriting fees to ICON Securities of
        $317,421.
 
  16
 *Table
            of Contents*
 ICON
            Leasing Fund Eleven, LLC
 (A
            Delaware Limited Liability Company)
 Notes
            to
            Condensed Consolidated Financial Statements
 March
            31,
            2007
 (Unaudited)
 
 (13)  Lease
        Program
 
 The
        LLC
        has a program (the “Program”), in which lessees may participate, that
        streamlines the process of ordering, accepting and leasing equipment under
        the
        lessee’s master lease agreement (the “Master Lease Agreement”) for information
        technology equipment.  The Program allows lessees to periodically and
        systematically order equipment either directly from the manufacturer or from
        the
        LLC, which acts as a reseller and procures equipment for the lessee, to meet
        their current equipment requirements without having to negotiate a new
        lease agreement with the LLC.  In order to participate in the Program,
        lessees must meet certain credit requirements, as defined in the form agreement
        governing the terms of the Program (the “Program Agreement”), and may not be in
        default under the Program Agreement or the Master Lease Agreement.
 
 In
        advance of each calendar quarter, the LLC notifies the Program participants
        of the estimated cost of new equipment purchases available for that
        participant during the coming quarter as well as the monthly rental payment
        that
        will be applied to each piece of equipment purchased. At March 31, 2007,
        the LLC
        had approved approximately $30,345,000 for equipment purchases during the
        next quarter with lease terms commencing on or before July 1, 2007, of which
        approximately $12,613,000 was for U.S. lessees, approximately $7,919,000
        was for
        Canadian lessees and approximately $9,813,000 was for United Kingdom
        lessees.
 
 (14)  Recent
        Accounting Pronouncements
 
 The
        Manager does not believe that any recently issued, but not yet effective
        accounting pronouncements, if currently adopted, would have a material effect
        on
        the accompanying condensed consolidated financial statements.
 
 (15)  Subsequent
        Events
 
 Product
        Tankers
 
 On
        April
        11, 2007, the LLC, through its newly formed wholly-owned subsidiaries, ICON
        Senang, LLC and ICON Sebarok, LLC, purchased two Aframax 95,649 DWT product
        tankers - the Senang Spirit and the Sebarok Spirit (collectively, the "Teekay
        Vessels"). The
        purchase price for the Teekay Vessels was approximately $88,000,000, comprised
        of (i) a cash payment of approximately $21,300,000 and (ii) the assumption
        of
        approximately $66,700,000 of non-recourse indebtedness under a secured loan
        agreement with Fortis Capital Corp. The LLC paid an acquisition fee to the
        Manager of approximately $2,640,000 relating to this transaction during the
        three months ended March 31, 2007. Simultaneously
        with the closing of the purchase of the Teekay Vessels, the Teekay Vessels
        were
        bareboat chartered back to an affiliate of Teekay Shipping Corp. for a term
        of
        five years. The
        charter commenced on April 11, 2007.
 
 Special
        Distribution
 
 The
        LLC
        made a one-time, special distribution of approximately $5,771,000 to the
        members
        who held member shares as of December 31, 2006 (the “Special Distribution”). The
        Special Distribution was accrued at March 31, 2007 and paid on April 6, 2007
        and
        was made to each member based on such member’s pro rata portion of the total
        amount of distributions that the members were entitled to receive in
        2006.
  
 17
 *Table
            of Contents*
   **Item
        2.****Manager’s
        Discussion and Analysis of Financial Condition and Results of
        Operation** **s**
 
 The
        following is a discussion of our results of operations and current financial
        position. This discussion should be read together with our unaudited condensed
        consolidated financial statements and related notes included elsewhere in
        this
        report, Part II, Item 1A. Risk Factors and the audited financial statements
        and
        related notes included in our Annual Report on Form 10-K for the year ended
        December 31, 2006.
 
 As
        used
        in this Quarterly Report on Form 10-Q, references to “we,” “us,” “our” or
        similar terms include ICON Leasing Fund Eleven, LLC and its consolidated
        subsidiaries.
 
 **Forward-Looking
        Statements**
 
 Certain
        statements within this Quarterly Report on Form 10-Q may constitute
        forward-looking statements within the meaning of the Private Securities
        Litigation Reform Act of 1995 (“PSLRA”). These statements are being made
        pursuant to the PSLRA, with the intention of obtaining the benefits of the
“safe
        harbor” provisions of the PSLRA, and, other than as required by law, we assume
        no obligation to update or supplement such statements. Forward-looking
        statements are those that do not relate solely to historical fact. They include,
        but are not limited to, any statement that may predict, forecast, indicate
        or
        imply future results, performance, achievements or events. You can identify
        these statements by the use of words such as “may,” “will,” “could,”
“anticipate,” “believe,” “estimate,” “expects,” “intend,” “predict” or “project”
and variations of these words or comparable words or phrases of similar meaning.
        These forward-looking statements reflect our current beliefs and expectations
        with respect to future events and are based on assumptions and are subject
        to
        risks and uncertainties and other factors outside our control that may cause
        actual results to differ materially from those projected.
 
 **Overview**
 
 We
        are an
        equipment leasing business formed on December 2, 2004. We began active
        operations on May 6, 2005. We primarily engage in the business of purchasing
        equipment and leasing it to third-party end users, acquiring equipment subject
        to lease and, to a lesser extent, acquiring ownership rights to items of
        leased
        equipment at lease expiration. Some of our equipment leases will be acquired
        for
        cash and are expected to provide current cash flow, which we refer to as
        "income" leases. The majority of the purchase price of our other equipment
        leases will be financed, so these leases will generate little or no current
        cash
        flow because substantially all of the rental payments received from the lessees
        will be paid to lenders. For these "growth" leases, we anticipate that the
        future value of the leased equipment will exceed the cash portion of the
        purchase price paid for the equipment.
  We
        expect
        to invest most of the net proceeds from our offering in items of equipment
        that
        will be subject to a lease. After the net offering proceeds have been invested,
        it is anticipated that additional investments will be made with the cash
        generated from our initial investments to the extent that cash is not needed
        for
        expenses, reserves and distributions to members. The investment in additional
        equipment in this manner is called "reinvestment." We anticipate purchasing
        equipment from time to time for the next five years. This time frame is called
        the "operating period," which may be extended, at the discretion of our Manager,
        up to an additional three years. After the operating period, we will then
        sell
        our assets in the ordinary course of business during a time frame called
        the
        "liquidation period."
 
    18
 *Table
            of Contents*
     *Auto
        Parts Manufacturing Equipment*
 
 ·
            We
                have a 100% interest in auto parts manufacturing equipment which
                is
                subject to lease withHeuliez
                SA (“HSA”) and Heuliez Investissements SNC (“Heuliez”). The lease expires
                on April 1, 2012. 
 *Lumber
        Processing Equipment*
 
 ·
            We
                have a 100% interest in equipment, plant and machinery, which is
                subject
                to lease with The Teal Jones Group and Teal Jones Lumber Services,
                Inc.
                (collectively, “Teal Jones”). The lease expires in November
                2013. 
 *Marine
        Vessels*
 
 ·
            We
                have a 100% interest in four product carrying vessels, the M/T Doubtless,
                the M/T Faithful, the M/T Spotless, and the M/T Vanguard, which are
                subject to bareboat charters with subsidiaries of Top Tankers, Inc.
                that
                expire in February 2011. 
 ·
            We
                have a 100% interest in four container vessels, on bareboat charter
                to ZIM
                Integrated Shipping Services Ltd. (“ZIM”), the M/V Adaman Sea (f/k/a ZIM
                America), the M/V ZIM Hong Kong, the M/V ZIM Israel, and the M/V
                ZIM
                Japan. The M/V Adaman Sea (f/k/a ZIM America) and the M/V ZIM Japan
                have
                bareboat charters that expire in November 2010, and the M/V ZIM Hong
                Kong
                and the M/V ZIM Israel have bareboat charters that expire in January
                2011. 
 *Information
        Technology and Technology-Related Equipment*
 
 ·
            We
                own 1,061 equipment leases with predominantly large, investment grade
                lessees that are comprised mainly of information technology and
                technology-related equipment, including personal computers and
                client/server equipment. 
 *Telecommunications
        Equipment*
 
 ·
            We
                have a 61.4% interest in ICON Global Crossing, LLC (“ICON Global
                Crossing”), which purchased state-of-the-art telecommunications equipment
                from various vendors, which was then leased to Global Crossing
                Telecommunications, Inc. (“Global Crossing”). The lease expires on March
                31, 2010. 
 ·
            We
                have a 13.3% interest in ICON Global Crossing II, LLC (“ICON Global
                Crossing II”), which purchased state-of-the-art telecommunications
                equipment from various vendors, which was then leased to Global Crossing
                and Global Crossing North American Networks, Inc. (collectively,
                the
                “Global Crossing Group”). The lease expires on October 31,
                2010. 
 ·
            We
                have a 100% interest in ICON Global Crossing III, LLC (“ICON Global
                Crossing III”), which purchased state-of-the-art telecommunications
                equipment from various vendors, which was then leased to the Global
                Crossing Group. The leases expire on January 1, 2011 and March 1,
                2011. 
 
 ***Lease
        and Other Significant Transactions***
 
 *Auto
        Parts Manufacturing Equipment*
 
 On
        March
        30, 2007, through our wholly-owned subsidiary, ICON French Equipment I, LLC
        (“ICON Heuliez”), we entered into a purchase and sale agreement (the
“Agreement”) with Heuliez SA (“HSA”) and Heuliez Investissements SNC (“Heuliez”)
        to purchase certain auto parts manufacturing equipment from Heuliez.  The
        purchase price for the equipment was approximately $11,994,000 (€9,000,000) at
        March 30, 2007. In connection with the Agreement, ICON Heuliez agreed to
        lease
        back the equipment to HSA and Heuliez, respectively, for an initial term
        of 60
        months with the option at the expiration of the base term of purchasing or
        returning the equipment or renewing the terms of the lease at the fair market
        renewal value.  The leases began on April 1, 2007 and provide for payments
        of approximately $140,000 (€105,000) and approximately $100,000 (€75,000) per
        month, respectively.
   19
 *Table
            of Contents*
 
 *Lumber
        Processing Equipment*
  On
        November 8, 2006, through two wholly-owned subsidiaries ICON Teal Jones,
        LLC and
        ICON Teal Jones, ULC (collectively, "ICON Teal Jones"), we entered into a
        lease
        financing arrangement with The Teal Jones Group and Teal Jones Lumber Services,
        Inc. (collectively, “Teal Jones”) by acquiring from Teal Jones substantially all
        of the equipment, plant and machinery used by Teal Jones in its lumber
        processing operations in Canada and the United States. The 84 month lease
        began
        on December 1, 2006 and grants Teal Jones the right to end the lease early
        if
        certain lump sum payments are made to ICON Teal Jones. The total lease financing
        amount was approximately $36,000,000.
 
 In
        connection with and as further security for the lease financing arrangement,
        Teal Cedar Products Ltd., an affiliate of The Teal Jones Group, delivered
        a
        secured promissory note to ICON Teal Jones, ULC (the “Note”). The Note is
        secured by a lien on certain land located in British Columbia, Canada owned
        by
        Teal Jones and where substantially all of the equipment is operated. The
        Note
        matures on December 1, 2013. The Note requires quarterly payments and a balloon
        payment on December 1, 2013.
 
 *Marine
        Vessels*
 
 *Containership
        Vessels*
 
 On
        June
        21, 2006, we acquired, through our wholly-owned subsidiaries ICON European
        Container, LLC (“EC I”) and ICON European Container II, LLC (“EC II” and
        together with EC I, the “ZIM Purchasers”), four container vessels from Old
        Course Investments LLC (“Old Course”). The M/V Adaman Sea (f/k/a ZIM America)
        and the M/V ZIM Japan (both owned by EC I) are subject to bareboat charters
        that
        expire in November 2010. The M/V ZIM Hong Kong and the M/V ZIM Israel (both
        owned by EC II) are subject to bareboat charters that expire in January 2011.
        These vessels (collectively, the “ZIM Vessels”) are subject to bareboat charters
        with ZIM Integrated Shipping Services Ltd. (“ZIM”).
 
 The
        purchase price for the ZIM Vessels was approximately $142,500,000, comprised
        of
        (i) a cash payment of approximately $35,876,000, (ii) the assumption of
        approximately $93,325,000 of non-recourse indebtedness under a secured loan
        agreement with HSH Nordbank AG (the “HSH Loan Agreement”), (iii) the assumption
        of approximately $12,000,000 of non-recourse indebtedness, secured by a second
        priority mortgage over the ZIM Vessels in favor of ZIM and (iv) less the
        acquisition of related assets of approximately $3,273,000. The obligations
        under
        the HSH Loan Agreement are secured by a first priority mortgage over the
        ZIM
        Vessels. We incurred professional and acquisition fees of approximately
        $4,572,000 relating to this transaction. These fees were capitalized as part
        of
        the acquisition cost of the ZIM Vessels.
 
 In
        connection with the acquisition of the ZIM Vessels, a controlling affiliate
        of
        Old Course issued a Guaranty for the benefit of the ZIM Purchasers, dated
        June
        21, 2006, guaranteeing the obligations of Old Course under the purchase and
        sale
        agreement (the “PSA”). In addition, Old Course and the ZIM Purchasers entered
        into an Escrow Agreement to secure the indemnification obligations of Old
        Course
        under the PSA. Pursuant to the terms and conditions of the Escrow Agreement,
        the
        ZIM Purchasers deposited $2,000,000 of the purchase price into escrow (the
        “Escrow Amount”), of which 50% was released to Old Course because no claims were
        made prior to the six month anniversary of the closing of the acquisition;
        the
        balance will be released on the first anniversary of the closing of the
        acquisition if no claims are made within such time period.
   20
 *Table
            of Contents*
 
 The
        ZIM
        Vessels are owned by two Norwegian limited partnerships, European Container
        KS
        and European Container KS II (collectively, the “KS Companies”). The acquisition
        of the ZIM Vessels was consummated by acquiring all of Old Course’s right, title
        and interest in and to all of the issued and outstanding shares (the “AS
        Shares”) of two Norwegian limited liability companies, European Container AS and
        European Container AS II (collectively, the “AS Companies”), which act as the
        general partners of the KS Companies, and all of Old Course’s and the AS
        Companies’ right, title and interest in and to all of the issued and outstanding
        limited partnership interests (the “KS Shares,” and collectively with the AS
        Shares, the “Shares”) of the KS Companies.
 
 *Tanker
        Vessels*
 
 On
        June
        16, 2006, we acquired, through our wholly-owned subsidiaries ICON Doubtless,
        LLC, ICON Faithful, LLC, ICON Spotless, LLC, and ICON Vanguard, LLC
        (collectively, the “Companies”), four product carrying vessels named: the M/T
        Doubtless, the M/T Faithful, the M/T Spotless, and the M/T Vanguard
        (collectively, the “Tankers”) from subsidiaries of Oceanbulk Maritime, S.A. The
        Companies acquired the Tankers directly, except for ICON Vanguard, LLC, which
        acquired the M/T Vanguard through its wholly-owned Cypriot subsidiary, Isomar
        Marine Company Limited (“Isomar” and, together with the Companies, the “Tanker
        Purchasers”).
 
 The
        Tankers are subject to bareboat charters with subsidiaries of Top Tankers,
        Inc.
        (“Top Tankers”). The bareboat charters expire in February 2011. The purchase
        price for the Tankers was approximately $115,097,000, comprised of (i)
        approximately $22,650,000 in cash, (ii) the assumption of approximately
        $80,000,000 of senior non-recourse debt obligations, (iii) the assumption
        of
        approximately $10,000,000 of junior non-recourse debt obligations and (iv)
        less
        approximately $1,222,000 of discounted interest on the junior non-recourse
        debt
        obligations. We incurred professional and acquisition fees of approximately
        $3,669,000 relating to these transactions. These fees were capitalized as
        part
        of the acquisition cost of the Tankers.
 
 *Information
        Technology and Technology-Related Equipment*
 
 On
        March
        7, 2006, we acquired substantially the entire equipment leasing portfolio
        (the
“Leasing Portfolio”) of Clearlink Capital Corporation (“Clearlink”), based in
        Mississauga, Ontario, Canada. At the time of the acquisition, the Leasing
        Portfolio consisted of approximately 1,100 equipment schedules originated
        by
        Clearlink with predominantly large, investment grade quality lessees and
        was
        comprised mainly of information technology and technology-related equipment,
        including personal computers and client/server equipment that perform
        business-related functions such as database inquiries. This equipment is
        leased
        in both the United States and Canada. The Leasing Portfolio had a weighted
        average remaining lease term of approximately 18 months at the time of
        acquisition.
 
 The
        Leasing Portfolio, which was acquired effective as of March 1, 2006, was
        acquired by us from our Manager and ICON Canada, Inc., an affiliate of our
        Manager, for approximately $144,591,000, which included a cash payment of
        approximately $49,361,000 and the assumption of non-recourse debt and other
        assets and liabilities related to the Leasing Portfolio of approximately
        $95,230,000.
 
 For
        the
        three months ended March 31, 2007, we purchased approximately $9,287,000
        of new
        equipment. At March 31, 2007, there were 1,061 leases in the Leasing Portfolio
        with an aggregate original equipment cost of approximately $183,000,000.
        The
        weighted average remaining term of the leases was 18 months. At March 31,
        2007,
        10 lessees comprised 61% of the total equipment cost of the Leasing Portfolio
        and 57% of the total outstanding booked residual value of the Leasing Portfolio.
        At March 31, 2007, the residual value of the equipment subject to lease was
        approximately $22,300,000, compared to approximately $23,600,000 when we
        acquired the Leasing Portfolio. For the three months ended March 31, 2007,
        58
        lease schedules terminated, resulting in a realization rate of approximately
        143%. We anticipate that as additional leases expire this year, the Leasing
        Portfolio will continue to perform at approximately the same or at a slightly
        lower rate of residual realization.
   21
 *Table
            of Contents*
   The
        Leasing Portfolio’s continued performance is contingent upon us realizing on the
        expected future value of the technology equipment in the Leasing Portfolio
        (which is a rapidly depreciating asset class) after the base term of the
        lease
        expires and the non-recourse loan has been paid off. We utilize third party
        resources and our own historical experience to determine the rate of
        amortization and the fair market value of the equipment at lease expiration,
        taking into account the type of equipment, its useful life, anticipated customer
        activity at lease expiration and anticipated changes in technology. At this
        time, we have no reason to believe that we will not continue to meet or exceed
        our expectations on the residual value of the Leasing Portfolio.
 
 Of
        the 86
        current lessees in the Leasing Portfolio, 22 lessees continued to enter into
        new
        leases in 2007, and we added 54 new lease schedules. It may become increasingly
        difficult to add new lease schedules to the Leasing Portfolio, because some
        of
        our lessees have indicated that they may begin to purchase more of their
        technology equipment instead of leasing it from us and we continue to encounter
        pricing pressures from many of the captive leasing companies. As a result,
        we
        expect the total number of lessees and lease schedules in the Leasing Portfolio
        to decline slightly in the next quarter.
 
 *Telecommunications
        Equipment*
 
 On
        December 29, 2006, we, through our wholly-owned subsidiary, Global Crossing
        III,
        purchased state-of-the-art telecommunications equipment for approximately
        $9,779,000. This equipment is subject to a lease with the Global
        Crossing Group .
        The
        base lease term of the lease is 48 months, and commenced on January 1, 2007.
 
 During
        February 2007, Global Crossing III purchased approximately $6,893,000 of
        additional equipment that is subject to a lease with the Global Crossing
        Group.
        The base term of the lease is 48 months, and commenced on March 1, 2007.
        We paid
        an acquisition fee to our Manager of approximately $207,000 relating to this
        transaction.
 
 On
        September 28, 2006, ICON Income Fund Ten, LLC (“Fund Ten”) along with ICON
        Income Fund Nine, LLC (“Fund Nine”), both entities managed by our Manager,
        formed ICON Global Crossing II, with original ownership interests of
        approximately 83% and 17%, respectively. The total capital contributions
        made to
        ICON Global Crossing II were approximately $12,044,000, of which Fund Ten’s
        share was approximately $10,044,000 and Fund Nine’s share was approximately
        $2,000,000. On September 28, 2006, ICON Global Crossing II purchased
        approximately $12,044,000 of state-of-the-art telecommunications equipment
        that
        is subject to a 48 month lease with the Global Crossing Group that commenced
        on
        November 1, 2006. On October 31, 2006, we made a capital contribution of
        approximately $1,841,000 to ICON Global Crossing II. The contribution changed
        the ownership interests of ICON Global Crossing II for Fund Nine, Fund Ten
        and
        us at October 31, 2006 to 14.40%, 72.34% and 13.26%, respectively. The
        additional contribution was used to purchase state-of-the-art telecommunications
        equipment subject to a 48 month lease with the Global Crossing Group that
        commenced on November 1, 2006.
  On
        November 17, 2005, we along with ICON Income Fund Eight A L.P. (“Fund Eight A”),
        an entity also managed by our Manager, and Fund Ten formed ICON Global Crossing,
        with ownership interests of 44%, 12% and 44%, respectively, to purchase
        state-of-the-art telecommunications equipment from various vendors. Global
        Crossing is an Internet protocol based telecommunications provider that delivers
        voice, video and data services to its customers. On March 31, 2006, we made
        an
        additional capital contribution of approximately $7,734,000, which changed
        Fund
        Eight A’s, Fund Ten’s and our ownership interests to 8.0 %, 30.6%, and 61.4%
        respectively. The total capital contributions made to ICON Global Crossing
        as of
        December 31, 2006 were approximately $25,131,000, of which our share was
        approximately $15,429,000. During February and March 2006, ICON Global Crossing
        purchased approximately $22,113,000 of equipment that is subject to a lease
        with
        Global Crossing and during April 2006 purchased approximately $3,165,000
        of
        additional equipment that is subject to a lease with Global Crossing (including
        initial direct costs in the form of legal fees of approximately $157,000).
        The
        term of the lease is 48 months and the lease commenced on April 1, 2006.
   22
 *Table
            of Contents*
 
 *Digital
        Audio/Visual Entertainment Systems*
 
 We
        own a
        50% interest in ICON AeroTV, LLC (“ICON AeroTV”), whose sole purpose was owning
        equipment leased to AeroTV Ltd (“AeroTV”). On
        February 13, 2007, AeroTV’s customer, the largest scheduled bus line in Europe,
        terminated its service agreement with AeroTV. Shortly thereafter, AeroTV
        notified our Manager of its inability to pay certain rent owed to ICON AeroTV
        and has recently filed for insolvency protection in the United Kingdom. Upon
        receiving such notifications, our Manager, in consideration for the forgiveness
        of certain rent, was able to negotiate directly with AeroTV's customer to
        receive lease payments due to ICON AeroTV through the date of termination
        of the
        service agreement between AeroTV and its customer. Certain facts came to
        light
        that gave our Manager serious concerns regarding the propriety of AeroTV's
        actions during and after the execution of the lease with AeroTV. Our Manager
        thoroughly reviewed these facts and circumstances with outside legal counsel. On
        February 20, 2007, ICON AeroTV sent notice to AeroTV, which terminated the
        Master Lease Agreement. On April
        18, 2007, ICON AeroTV filed a lawsuit in the United Kingdom’s High Court of
        Justice, Queen’s Bench Division against AeroTV and one of its directors for
        fraud. The lease was recorded by ICON AeroTV as a finance lease. At December
        31,
        2006, there were approximately $882,000 of minimum rents receivable over
        the
        remaining life of the lease. During March 2007, ICON AeroTV collected
        approximately $218,000 of the remaining minimum rents receivable balance.
        As a
        result of the foregoing, ICON
        AeroTV has recorded a reserve for the remaining minimum rents receivable
        balance
        of approximately $664,000 at March 31, 2007.
 
 On
        February 20, 2007, ICON AeroTV disposed of the leased assets with a remaining
        cost basis of approximately $441,000. ICON AeroTV recognized the relinquished
        security deposit and deferred income of approximately $288,000 as proceeds
        from
        the disposition, which resulted in a loss of approximately $153,000. During
        April 2007, the remaining amounts previously contributed to ICON AeroTV by
        us
        for the purchase of on-board digital audio/visual systems were returned to
        us
        and Fund Ten (owner of the other 50% interest ) along with accrued interest
        totaling approximately $5,215,000.
 
 **Results
        of Operations for the Three Months Ended March 31, 2007 (the “2007 Quarter”) and
        2006 (the “2006 Quarter”)**
 
 We
        commenced operations on May 6, 2005 and at March 31, 2007 were in our offering
        period. We have since completed the offering and are currently in our operating
        period. From our Commencement of Operations through March 31, 2007, we have
        raised total equity of $349,352,657. In July 2006, we increased our original
        offering from up to $200,000,000 to up to $375,000,000. With the net proceeds
        from our offering, we anticipate acquiring both income leases and growth
        leases.
        As our leases expire, we may sell the equipment and reinvest the proceeds
        in
        additional equipment subject to leases or re-lease the equipment. We anticipate
        incurring both gains and losses on the sales of equipment during our operating
        period. Additionally, we expect to see our rental income and finance income
        increase, as well as related expenses such as depreciation and amortization
        expense and interest expense. We anticipate that the fees we pay our Manager
        to
        operate and manage our business portfolio will increase during this period
        as
        our Manager will be spending a greater portion of its time managing our
        portfolio.
   23
 *Table
            of Contents*
   Revenue
        for the 2007 Quarter and the 2006 Quarter are summarized as
        follows:
 
 Three
                  Months Ended March 31,2007
              
              2006
              
              ChangeTotal
                  revenue
              
              $
              26,873,569
              
              $
              5,338,018
              
              $
              21,535,551Rental
                  income
              
              
              22,818,090
              
              
              3,819,796
              
              
              18,998,294Finance
                  income
              
              
              2,332,210
              
              
              397,133
              
              
              1,935,077Income
                  from investment in joint ventures
              
              
              35,680
              
              
              263,110
              
              
              (227,430
              )Net
                  gain on sales of new equipment
              
              
              189,256
              
              
              46,311
              
              
              142,945Net
                  gain on sales of leased equipment
              
              
              82,761
              
              
              57,661
              
              
              25,100Interest
                  and other income
              
              
              1,415,572
              
              
              754,007
              
              
              661,565
 
 Total
        revenue for the 2007 Quarter increased by $21,535,551 as compared to the
        2006
        Quarter. This increase was primarily attributable to our equipment acquisitions
        in 2006. Our rental and finance income was derived from our acquisition of
        the
        Leasing Portfolio effective March 1, 2006, as well as our acquisitions of
        both
        the Tankers and the ZIM Vessels in June 2006, and our acquisition of lumber
        processing equipment in November 2006. The 2007 Quarter includes a full three
        months of income from those acquisitions. The Leasing Portfolio accounted
        for
        approximately $12,067,000, the Zim Vessels accounted for approximately
        $5,269,000 and the Tankers accounted for approximately $4,749,000 of rental
        and
        finance income for the three months ended March 31, 2007.
 
 Expenses
        for the 2007 Quarter and the 2006 Quarter are summarized as
        follows:
 
 Three
                  Months Ended March 31,2007
              
              2006
              
              ChangeTotal
                  expenses
              
              $
              28,356,072
              
              $
              4,721,690
              
              $
              23,634,382Depreciation
                  and amortization
              
              
              19,590,530
              
              
              3,092,232
              
              
              16,498,298Interest
              
              
              3,898,414
              
              
              344,531
              
              
              3,553,883Management
                  fees - Manager
              
              
              1,482,064
              
              
              172,513
              
              
              1,309,551Administrative
                  expense reimbursements -Manager
                  and affiliate
              
              
              1,700,883
              
              
              910,553
              
              
              790,330General
                  and administrative
              
              
              1,422,848
              
              
              131,846
              
              
              1,291,002Bad
                  debt expense
              
              
              -
              
              
              70,015
              
              
              (70,015
              )Minority
                  interest
              
              
              261,333
              
              
              -
              
              
              261,333
 
 Total
        expenses for the 2007 Quarter increased by $23,634,382 as compared to the
        2006
        Quarter. The overall increase in expenses is due to our equipment acquisitions
        in 2006. The increase in depreciation and amortization expense and interest
        expense was primarily attributable to our acquisition of the Leasing Portfolio
        effective March 1, 2006, as well as our acquisitions of both the Tankers
        and the
        ZIM Vessels in June 2006. The 2007 Quarter includes a full three months of
        expenses from those acquisitions. We anticipate that as we continue to acquire
        assets subject to lease that our expenses, particularly depreciation and
        interest, will continue to increase.
 
 *Net
        Loss*
 
 As
        a
        result of the foregoing factors, the net loss for the 2007 Quarter was
        $1,482,503 as compared to net income for the 2006 Quarter of $616,328.  The
        net loss per weighted average number of additional members’ shares outstanding
        for the 2007 Quarter was $4.62 as compared to the net income per weighted
        average number of additional members’ shares outstanding for the 2006 Quarter of
        $4.74.
   24
 *Table
            of Contents*
 
 **Liquidity
        and Capital Resources**
 
 *Sources
        and Uses of Cash*
 
 At
        March
        31, 2007 and 2006, we had cash and cash equivalents of $72,479,033 and
        $58,983,196, respectively. During our offering period, our main source of
        cash
        was from financing activities and during our operating period, we anticipate
        our
        main source of cash will be from investing activities, which we expect will
        continue during our liquidation period. During our offering period, our main
        use
        of cash was from investing activities and during our operating period, our
        main
        use of cash will be from financing activities, which we anticipate will continue
        during the liquidation period.
  *Operating
        Activities*
  *Sources
        of cash*
  Our
        main
        sources of cash from operating activities in the 2007 Quarter were the
        collection of non-financed receivables from our finance leases and the
        collection of rental income from our operating leases.
 
 Our
        main
        sources of cash from operating activities in the 2006 Quarter were from
        increases in payables, deferred rental income and other
        liabilities.
 
 *Investing
        Activities*
  *Sources
        of cash*
  Our
        main
        source of cash from investing activities in the 2007 Quarter was from proceeds
        from sales of equipment of approximately $4,954,000. We received cash of
        $4,954,000 from the sale of new and leased equipment in our Leasing
        Portfolio.
 
 Our
        main
        source of cash from investing activities in the 2006 Quarter was from proceeds
        from sales of equipment of approximately $706,000. We received cash of $706,000
        from the sale of new and leased equipment in our Leasing Portfolio. We also
        received approximately $135,000 in distributions from joint
        ventures.
 
 *Uses
        of cash*
  Our
        main
        use of cash for investing activities in the 2007 Quarter was for the purchase
        of
        leased equipment of approximately $31,714,000, relating to the acquisition
        of
        the information technology equipment in our Leasing Portfolio,
        telecommunications equipment and auto parts manufacturing equipment. We also
        paid approximately $9,298,000 for other assets, including approximately
        $7,330,000 for an escrow deposit on an acquisition not yet completed at March
        31, 2007.
 
 Our
        main
        use of cash for investing activities in the 2006 Quarter was for the purchase
        of
        leased equipment of approximately $56,484,000, relating to the acquisition
        of
        the Leasing Portfolio. We also made investments in joint ventures of
        approximately $4,598,000.
 
 *Financing
        Activities*
  *Sources
        of cash*
  Our
        main
        source of cash from financing activities in the 2007 Quarter was from the
        issuance of additional member shares, net of sales and offering expenses. We
        sold
        57,136 additional member shares, representing approximately $57,136,000 of
        capital contributions. We paid and accrued various selling expenses of
        approximately $6,570,000, which provided us with net proceeds from the sale
        of
        our member shares of approximately $50,566,000.
 
 Our
        main
        source of cash from financing activities in the 2006 Quarter was from the
        issuance of additional member shares, net of sales and offering expenses.
        W e
        sold
        45,900 additional member shares, representing approximately $45,900,000 of
        capital contributions. We paid and accrued various selling expenses of
        approximately $5,277,000, which provided us with net proceeds from the sale
        of
        our member shares of approximately $40,623,000.
   25
 *Table
            of Contents*
  
 Beginning
        with the c ommencement
        of operations, we have been paying sales commissions to third parties and
        various fees to the Manager and ICON Securities. These sales commissions
        and
        fees paid to the Manager and ICON Securities are recorded as a reduction
        of our
        equity.
 
 During
        the 2007 Quarter ,
        we paid
        and accrued sales commissions to unrelated third parties and paid and accrued
        various fees to our Manager and ICON Securities. We paid and accrued sales
        commissions of $4,570,151 to unrelated third parties, paid and accrued
        $1,142,716 to ICON Securities, who receives or is entitled to receive, a
        2%
        underwriting fee from the gross proceeds from sales of all member shares
        to the
        additional members, and we paid and accrued $857,037 to our Manager, who
        is
        entitled to receive a fee for organization and offering expenses. Of these
        amounts, $19,157 in underwriting fees and $14,368 for organizational and
        offering fees have been accrued as of March 31, 2007.
 
 During
        the period from April 1, 2007 to April 20, 2007, we have sold an additional
        15,871 member shares, representing $15,871,032 of capital contributions.
        From
        May 6, 2005 to April 20, 2007, we have admitted 8,637 additional
        members.
 
 We
        also
        received proceeds from non-recourse notes payable on the Leasing Portfolio
        of
        approximately $8,675,000 and $4,064,000 during the 2007 Quarter and 2006
        Quarter, respectively.
 
 *Uses
        of cash*
  Our
        main
        use of cash for financing activities in the 2007 Quarter was for the repayment
        of approximately $18,938,000 of non-recourse notes payable on the Leasing
        Portfolio, the Tankers and the ZIM Vessels. We also paid or accrued
        distributions to our members of approximately $12,673,000.
  Our
        main
        use of cash for financing activities in the 2006 Quarter was for distributions
        to our members of approximately $2,632,000. We also repaid approximately
        $1,930,000 of non-recourse notes payable on the Leasing Portfolio.
  *Financings
        and Borrowings*
 
 *Non-Recourse
        Notes Payable*
 
 We
        have
        non-recourse debt at March 31, 2007 of $252,668,367. All of our non-recourse
        debt consists of notes payable in which the lender has a security interest
        in
        the equipment. In some cases, in addition to the security interest, the lender
        has an assignment of the rental payments under the lease. In that case, the
        lender is being paid directly by the lessee. In other cases, we receive the
        rental payments and remit to the lender.
 
 *Revolving
        Loan Facility*
 
 On
        August
        31, 2005, we, together with certain of our affiliates (entities sponsored
        and
        organized by our Manager), ICON Income Fund Eight B L.P., Fund Nine, and
        Fund
        Ten (collectively, the "Borrowers") entered into a Commercial Loan Agreement
        (the "Loan Agreement"), with California Bank & Trust (the “Lender”). The
        Loan Agreement provides for a revolving line of credit of up to $17,000,000
        pursuant to a senior secured revolving loan facility (the "Facility") which
        is
        secured by all assets of the Borrowers not subject to a first priority lien,
        as
        defined in the Loan Agreement. Each of the Borrowers is jointly and severally
        liable for all amounts borrowed under the Facility. Amounts available under
        the
        Facility are subject to a borrowing base that is determined, subject to certain
        limitations, on the present value of the future receivables under certain
        lease
        agreements in which the Borrowers have a beneficial interest.
   26
 *Table
            of Contents*
 
 As
        part
        of the Loan Agreement, the Borrowers are required to comply with certain
        financial covenants, including, a minimum debt coverage ratio, a tangible
        net
        worth covenant, a leverage ratio and a minimum liquidity covenant. The Borrowers
        are in compliance with these covenants at March 31, 2007. The Loan Agreement
        prohibits the Borrowers from declaring or paying any distribution to investors
        if such a payment would cause the Borrowers to become non-compliant with
        the
        financial covenants in the Loan Agreement.
 
 In
        addition, on August 31, 2005, the Borrowers entered into a Contribution
        Agreement (the "Contribution Agreement") pursuant to which the Borrowers
        agreed
        to certain restrictions on the amounts and terms of their respective borrowings
        under the Facility in order to minimize the risk that a Borrower would be
        unable
        to repay its portion of the outstanding obligations under the Facility at
        any
        time. These restrictions include, but are not limited to, borrowing in excess
        of
        the lesser of (a) an amount each Borrower could reasonably expect to repay
        in
        one year from its projected free cash flow, or (b) the greater of (i) the
        borrowing base, as defined in the Loan Agreement, as applied to such and
        (ii)
        50% of the net worth of such Borrower. The Contribution Agreement also provides
        that, in the event a Borrower pays an amount under the Contribution Agreement
        in
        excess of its share of the total obligations under the Facility, whether
        by
        reason of an event of default or otherwise, the other Borrowers will immediately
        make a contribution payment to such Borrower and in such amount that the
        aggregate amount paid by each Borrower reflects its allocable share of the
        aggregate obligations under the Facility. The Borrowers' obligations to each
        other under the Contribution Agreement are collateralized by a subordinate
        lien
        on the assets of each Borrower. The Borrowers are in compliance with the
        Contribution Agreement at March 31, 2007 and no amounts are due to or payable
        by
        us under the Contribution Agreement.
 
 On
        December 26, 2006, the Borrowers entered into a Loan Modification Agreement
        (the
“Loan Modification”) to the Loan Agreement. The changes to the Loan Agreement
        are an extension of the Facility from August 31, 2007 to September 30, 2008
        and
        the lowering of (i) the interest rate for advances under the Facility from
        the
        Lender’s prime rate plus 0.25% to the Lender’s prime rate and (ii) the interest
        rate on the five separate advances that are permitted to be made under the
        Facility at the rate at which United States dollar deposits can be acquired
        by
        the Lender in the London Interbank Eurocurrency Market (the “LIBOR Rate”) plus
        2.75% per year to the LIBOR Rate plus 2.5% per year. In addition, pursuant
        to
        the terms of the Loan Modification, the Borrowers no longer have to maintain
        a
        cash reserve. The interest rate at March 31, 2007 was 8.25%.
 
 Aggregate
        borrowings by all Borrowers under the Facility amounted to $6,635,000 at
        March
        31, 2007. We currently have no borrowings under the Facility.
 
 Our
        Manager believes that with the cash we have currently available and with
        the
        cash being generated from our leases, we have sufficient cash to continue
        our
        operations into the foreseeable future. We have the ability to borrow funds
        under the Facility if necessary. However, our ability to generate cash in
        the
        future is subject to general economic, financial, competitive, regulatory
        and
        other factors that affect our lessee’s business that are beyond our control. See
“Part II, Item 1A. Risk Factors.”
 
 *Distributions*
 
 We
        pay
        monthly distributions to our members starting with the first month after
        the
        additional members’ admission and continue to pay such distributions until the
        termination of the operating period. We
        paid
        distributions to our additional members of $6,833,446 for the 2007 Quarter.
        We
        paid distributions to our Manager of $69,025 for the 2007 Quarter. We also
        accrued distributions to our additional members and Manager of $5,712,947
        and
        $57,707, respectively, for the 2007 Quarter.
   27
 *Table
            of Contents*
 
 **Contractual
        Obligations and Commitments**
 
 *Contractual
        Obligations*
 
 At
        March
        31, 2007, we have non-recourse debt obligations. The
        lenders have security interests in the equipment relating to each non-recourse
        debt instrument and, in some cases, an assignment of the rental payments
        under
        the leases associated with the equipment. In that case, the lender is being
        paid
        directly by the lessee. In other cases, we receive the rental payments and
        pay
        the lender. If the lessee were to default on the non-recourse debt, the
        equipment would be returned to the lender in extinguishment of the non-recourse
        debt. At March
        31, 2007, our outstanding non-recourse debt obligations were $252,668,367,
        inclusive of certain accrued interest. We are a party to the Facility as
        discussed in the financing and borrowings section above. We have no borrowings
        under the Facility at March 31, 2007.
 
 *Commitments*
 
 We
        have a
        program (the “Program”), in which lessees may participate, that streamlines the
        process of ordering, accepting and leasing equipment under the lessee’s master
        lease agreement (the “Master Lease Agreement”) for information technology
        equipment.  The Program allows lessees to periodically and systematically
        order equipment either directly from the manufacturer or from us, acting
        as a
        reseller and procuring equipment for the lessee, to meet their current equipment
        requirements without having to negotiate a new lease agreement with
        us.  In order to participate in the Program, lessees must meet certain
        credit requirements, as defined in the form agreement governing the terms
        of the
        Program (the “Program Agreement”), and may not be in default under the Program
        Agreement or the Master Lease Agreement. In advance of each calendar quarter,
        we
        notify the Program participants of the estimated cost of new equipment
        purchases available for that participant during the coming quarter as well
        as
        the monthly rental payment that will be applied to each piece of equipment
        purchased.  While the amount of equipment actually purchased rarely meets
        the pre-approved amount, it is an indicator of the amount of business that
        we
        anticipate entering into with these lessees in the upcoming quarter.  At
        March 31, 2007, we had approved approximately $30,345,000 for equipment
        purchases during the next quarter with lease terms commencing on or before
        July
        1, 2007, of which approximately $12,613,000 was for U.S. lessees, approximately
        $7,919,000 was for Canadian lessees and approximately $9,813,000 was for
        United
        Kingdom lessees.
 
 **Item
        3. Quantitative and Qualitative Disclosures About Market
        Risk**
 
 We,
        like
        most other companies, are exposed to certain market risks, which include
        changes
        in interest rates and the demand for equipment (and the related residuals)
        owned
        by us. We believe that our exposure to other market risks, including foreign
        currency exchange rate risk, commodity risk and equity price risk, are
        insignificant, at this time, to both our financial position and our results
        of
        operations. There
        are
        no other material changes to the disclosure related to these items since
        the
        filing of our Annual Report on Form 10-K for the year ended December 31,
        2006.
  **Item
        4. Controls and Procedures**
 
 *Evaluation
        of disclosure controls and procedures*
 
 In
        connection with the preparation of this Quarterly Report on Form 10-Q for
        the
        period ended March 31, 2007, as well as the financial statements and Quarterly
        Reports on Form 10-Q for the period ended March 31, 2007 for our affiliates,
        our
        Manager carried out an evaluation, under the supervision and with the
        participation of the management of our Manager, including its Chief Executive
        Officer and the Principal Financial and Accounting Officer, of the effectiveness
        of the design and operation of our Manager’s disclosure controls and procedures
        as of the end of the period covered by this report pursuant to the Securities
        Exchange Act of 1934. Based on the foregoing evaluation, except as noted
        below,
        the Chief Executive Officer and the Principal Financial and Accounting Officer
        concluded that our Manager’s disclosure controls and procedures were
        effective.
   28
 *Table
            of Contents*
 
 While
        evaluating our Manager’s disclosure controls and procedures, our Manager
        recognized that greater internal controls were needed to aid in a more efficient
        closing of our financial statements, thereby requiring our
        Manager to hire  additional
        skilled accounting staff to support the senior vice president of accounting
        hired by our Manager at the end of the third quarter of 2004. In
        addition, our Manager hired two additional accounting staff members during
        2005
        who are certified public accountants and are experienced with public reporting
        entities. Subsequently in 2006, our
        Manager hired an additional accounting staff member during 2006 who is a
        certified public accountant and is experienced with public reporting entities.
        Subsequently, in 2007 our Manager hired (i) two additional senior accountants
        with more than 16 and 8 years, respectively, of experience with public reporting
        entities, the most senior of those accountants having assumed the
        responsibilities of the senior vice president of accounting and (ii) two
        additional accountants that are experienced with public reporting entities.
        Our
        Manager will continue to evaluate its disclosure controls and procedures
        to
        determine their effectiveness and adequacy and will take the steps necessary,
        in
        our Manager’s opinion, to ensure the adequacy of our Manager’s disclosure
        controls and procedures.
 
 In
        designing and evaluating our Manager’s disclosure controls and procedures, our
        Manager recognized that disclosure controls and procedures, no matter how
        well
        conceived and operated, can provide only reasonable, not absolute, assurance
        that the objectives of the disclosure controls and procedures are met.  Our
        Manager’s disclosure controls and procedures have been designed to meet
        reasonable assurance standards. Disclosure controls and procedures cannot
        detect
        or prevent all error and fraud. Some inherent limitations in disclosure controls
        and procedures include costs of implementation, faulty decision-making, simple
        error and mistake. Additionally, controls can be circumvented by the individual
        acts of some persons, by collusion of two or more people, or by management
        override of the controls. The design of any system of controls is based,
        in
        part, upon certain assumptions about the likelihood of future events, and
        there
        can be no assurance that any design will succeed in achieving its stated
        goals
        under all anticipated and unanticipated future conditions. Over time, controls
        may become inadequate because of changes in conditions, or the degree of
        compliance with established policies or procedures.
 
 Our
        Manager’s Chief Executive Officer and Principal Financial and Accounting Officer
        have determined that no weakness in disclosure controls and procedures had
        any
        material effect on the accuracy and completeness of our financial reporting
        and
        disclosure included in this report.
  
 **PART
        II - OTHER INFORMATION**
 **Item
        1. Legal Proceedings**
 
 In
        the
        ordinary course of conducting our business, there may be certain claims,
        suits
        and complaints filed against us. In the opinion of management, the outcome
        of
        such matters, if any, will not have a material impact on our consolidated
        financial position or results of operations. No material legal proceedings
        are
        currently pending or threatened, to our knowledge, against us or against
        any of
        our assets.
 
 **Item
        1A. Risk Factors**
 
 There
        have been no material changes from the risk factors disclosed in “Item 1A. Risk
        Factors” of our Annual Report on Form 10-K for the year ended December 31, 2006.
 
 **Item
        2. Unregistered Sales of Equity Securities and Use of
        Proceeds**
 
 Our
        Manager consented to us redeeming 170 additional member shares during the
        2007
        Period. The redemption amounts are calculated according to a specified
        redemption formula in accordance with the LLC agreement. Redeemed shares
        have no
        voting rights and do not share in distributions. The LLC agreement limits
        the
        number of shares which can be redeemed in any one year and redeemed shares
        may
        not be reissued. The following table details our additional member redemptions:
 Total
                  Number of
              
              Price
                  Paid PerAdditional
                  Member
              
              Additional
                  MemberShares
                  Redeemed
              
              SharesJanuary
                  1, 2007 through January 31, 2007
              
              
              74
              
              $
              821.16February
                  1, 2007 through February 28, 2007
              
              
              27
              
              $
              823.35March
                  1, 2007 through March 31, 2007
              
              
              69
              
              $
              768.08
   29
 *Table
            of Contents*
 
 **Item
        3. Defaults Upon Senior Securities**
  Not
        applicable.
 
 **Item
        4. Submission of Matters to a Vote of Security
        Holders**
 
 No
        matters were submitted to a vote of security holders during the 2007
        Quarter.
 
 **Item
        5. Other Information**
 
 Not
        applicable.
 
 **Item
        6. Exhibits**
 
 31.1
        Section 302 Certification of Chairman, Chief Executive Officer and President.
 
 31.2
        Section 302 Certification of Executive Vice President, Chief Financial Officer
        and Principal Financial and Accounting Officer.
 
 32.1
        Certification of Chairman, Chief Executive Officer and President pursuant
        to 18
        U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
        2002.
 
 32.2
        Certification of Executive Vice President, Chief Financial Officer and Principal
        Financial and Accounting Officer pursuant to 18 U.S.C. §1350, as adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   30
 *Table
            of Contents*
  
 **SIGNATURES**
 
 Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of
        1934, the LLC has duly caused this report to be signed on its behalf by the
        undersigned, thereunto duly authorized.
 
 ICON
        Leasing Fund Eleven, LLC File No. 000-51916 (Registrant) by its Manager,
        ICON
        Capital Corp.
 
 *Date:
        May 21, 2007*
 
 */s/
        Thomas W. Martin*
 Thomas
        W.
        Martin
 Chairman,
        Chief Executive Officer and President of the Manager
 (Principal
        Executive Officer)
 ICON
        Capital Corp.
 Manager
        of ICON Leasing Fund Eleven, LLC
 
 *Date:
        May 21, 2007*
 
 */s/
        Michael A. Reisner*
 Michael
        A. Reisner
 Director,
        Executive Vice President and Chief Financial Officer
 (Principal
        Financial and Accounting Officer)
 ICON
        Capital Corp.
 Manager
        of ICON Leasing Fund Eleven, LLC
   31