UNITED STATES


**SECURITIES
      AND EXCHANGE COMMISSION**




**WASHINGTON,
      D.C. 20549**




**FORM
      10-Q/A**




**(Amendment
      No.  1)**


(Mark
      one)




þ
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
                EXCHANGE ACT OF 1934For
                the Quarterly Period ended **March 31,
                2006**ORo
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
                EXCHANGE ACT OF 1934For
                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)
            
            (I.R.S.
                Employer Identification No.)**100
                Fifth Avenue, 4th
                Floor**
              **New
                York, New York**
            
            **10011-1505**(Address
                of principal executive offices)
            
            (Zip
                Code)





**(212)
      418-4700**


(Registrant’s
      telephone number, including area code)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


Yes
þ    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  þ




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
          No þ




Number
      of
      outstanding limited liability company shares of the Registrant on November
      30,
      2007 is 363,859.







**DOCUMENTS
      INCORPORATED BY REFERENCE**


None.

















**Explanatory
      Note**





ICON
      Leasing Fund Eleven, LLC is filing this Amendment No. 1 (the “Amendment”) to its
      Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with
      the Securities and Exchange Commission on June 14, 2006 (the “Original Filing”)
      solely for the purpose of revising its disclosure under Part I - Item 4. –
Controls and Procedures, the complete text of which is contained herein. Except
      as discussed in this Explanatory Note, no other changes have been made to the
      Original Filing.













**PART
      I**





**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, 2006, as well as the financial statements and Quarterly
      Reports on Form 10-Q for the period ended March 31, 2006 for our Manager and
      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, the
      Chief Executive Officer and the Principal Financial and Accounting Officer
      concluded that, for the reason described below, our Manager’s disclosure
      controls and procedures were not effective as of March 31, 2006 to ensure that
      the reports that we filed or submit under the Securities Exchange Act of 1934
      were recorded, processed, summarized and reported within the time periods
      specified in the SEC’s rules and forms.





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 that are certified public accountants and 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**





**Item
      6. Exhibits**





31.1
            Rule
                13a-14(a)/15d-14(a) certifications.31.2
            Rule
                13a-14(a)/15d-14(a) certifications.32.1
            Certification
                pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.32.2
            Certification
                pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.













**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 (Registrant) By its Manager, ICON Capital
      Corp.








*Date:
      December11, 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:
      December 11, 2007*





*/s/Michael A. Reisner*


Michael
      A. Reisner


Director,
      Executive Vice President and Chief Financial Officer of the Manager


(Principal
      Financial and Accounting Officer)


ICON
      Capital Corp.


Manager
      of ICON Leasing Fund Eleven, LLC