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, 2010




or


[  ]           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)
            (I.R.S.
      Employer Identification No.)





100 Fifth Avenue, 4thFloor, New York, New York
            10011(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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).
 [ ]
Yes     [  ] No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,’’ “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange
Act.




Large
accelerated filer [  ]  Accelerated
filer [  ]  Non-accelerated filer
[X]  Smaller reporting
company [   ]





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 shares of limited liability company interests of the
registrant on May 7, 2010 is 362,654.












ICON Leasing Fund Eleven, LLC
              Table
      of ContentsPART I - FINANCIAL INFORMATION
            PageItem 1. Consolidated
      Financial StatementsConsolidated Balance Sheets
            1Consolidated Statements of
Operations
            2Consolidated Statement of Changes in
      Equity
            3Consolidated Statements of Cash Flows
            4Notes to Consolidated Financial
    Statements
            6Item 2. Manager’s Discussion and Analysis of Financial
      Condition and Results of Operations
            18Item 3. Quantitative and Qualitative Disclosures About
      Market Risk
            26Item 4T. Controls and Procedures
            26PART II – OTHER INFORMATIONItem 1. Legal Proceedings
            
            27Item 1A. Risk Factors
            
            27Item 2. Unregistered Sales of Equity Securities and Use of
      Proceeds
            27Item 3. Defaults Upon Senior
Securities
            27Item 4. (Removed
      and Reserved)
            27Item 5. Other Information
            
            27Item 6. Exhibits
            
            28Signatures
            
            29







Table of Contents





PART I – FINANCIAL INFORMATION





Item 1.  Consolidated Financial
Statements





ICON Leasing Fund Eleven, LLC(A
      Delaware Limited Liability Company)Consolidated
      Balance SheetsAssetsMarch
      31,2010
            
            
            December
      31,(unaudited)
            
            
            2009Current
      assets:Cash
      and cash equivalents
            
            $
            10,202,294
            
            
            $
            18,615,323Current
      portion of net investment in finance leases
            
            
            9,084,883
            
            
            
            9,448,439Accounts
      receivable, net
            
            
            77,502
            
            
            
            594,082Current
      portion of note receivable
            
            
            806,442
            
            
            
            725,049Assets
      held for sale, net
            
            
            3,813,647
            
            
            
            3,813,647Other
      current assets
            
            
            1,637,942
            
            
            
            1,514,555Total
      current assets
            
            
            25,622,710
            
            
            
            34,711,095Non-current
      assets:Net
      investment in finance leases, less current portion
            
            
            14,037,580
            
            
            
            15,232,713Leased
      equipment at cost (less accumulated depreciation of$168,655,798
      and $158,488,912, respectively)
            
            
            172,631,060
            
            
            
            183,614,179Mortgage
      note receivable
            
            
            12,722,006
            
            
            
            12,722,006Note
      receivable, less current portion
            
            
            9,087,756
            
            
            
            9,289,951Investments
      in joint ventures
            
            
            10,358,404
            
            
            
            11,578,687Deferred
      income taxes, net
            
            
            969,629
            
            
            
            943,053Other
      non-current assets, net
            
            
            8,174,640
            
            
            
            4,029,168Total
      non-current assets
            
            
            227,981,075
            
            
            
            237,409,757Total
      Assets
            
            $
            253,603,785
            
            
            $
            272,120,852Liabilities
      and EquityCurrent
      liabilities:Current
      portion of non-recourse long-term debt
            
            $
            19,862,657
            
            
            $
            43,603,558Revolving
      line of credit, recourse
            
            
            -
            
            
            
            2,260,000Derivative
      instruments
            
            
            4,459,940
            
            
            
            5,049,327Deferred
      revenue
            
            
            2,828
            
            
            
            148,098Due
      to Manager and affiliates
            
            
            270,315
            
            
            
            300,223Accrued
      expenses and other liabilities
            
            
            4,461,584
            
            
            
            5,841,639Total
      current liabilities
            
            
            29,057,324
            
            
            
            57,202,845Non-current
      liabilities:Non-recourse
      long-term debt, less current portion
            
            
            92,747,062
            
            
            
            71,335,500Total
      Liabilities
            
            
            121,804,386
            
            
            
            128,538,345Commitments
      and contingencies (Note 12)Equity:Members'
      Equity:Additional
      members
            
            
            128,950,359
            
            
            
            139,684,262Manager
            
            
            (1,925,435
            )
            
            
            (1,820,378
            )Accumulated
      other comprehensive loss
            
            
            (1,773,223
            )
            
            
            (1,485,640
            )Total
      Members' Equity
            
            
            125,251,701
            
            
            
            136,378,244Noncontrolling
      Interests
            
            
            6,547,698
            
            
            
            7,204,263Total
      Equity
            
            
            131,799,399
            
            
            
            143,582,507Total
      Liabilities and Equity
            
            $
            253,603,785
            
            
            $
            272,120,852








1
 Table of Contents







ICON Leasing Fund Eleven, LLC(A
      Delaware Limited Liability Company)Consolidated
      Statements of Operations(unaudited)Three Months Ended March
31,2010
            
            
            2009Revenue:Rental
      income
            
            $
            9,443,436
            
            
            $
            19,757,260Time
      charter revenue
            
            
            2,910,477
            
            
            
            -Finance
      income
            
            
            514,622
            
            
            
            715,149Income
      from investments in joint ventures
            
            
            318,585
            
            
            
            678,032Net
      gain on sales of leased equipment
            
            
            -
            
            
            
            75,185Interest
      and other income
            
            
            1,250,633
            
            
            
            799,645Total
      revenue
            
            
            14,437,753
            
            
            
            22,025,271Expenses:Management
      fees - Manager
            
            
            354,362
            
            
            
            977,930Administrative
      expense reimbursements - Manager
            
            
            337,824
            
            
            
            549,204General
      and administrative
            
            
            636,843
            
            
            
            577,239Vessel
      operating expense
            
            
            3,037,100
            
            
            
            -Interest
            
            
            2,112,587
            
            
            
            2,628,428Depreciation
      and amortization
            
            
            10,472,445
            
            
            
            13,803,438(Gain)
      loss on financial instruments
            
            
            (574,071
            )
            
            
            5,782Total
      expenses
            
            
            16,377,090
            
            
            
            18,542,021(Loss)
      income before income taxes
            
            
            (1,939,337
            )
            
            
            3,483,250(Provision)
      benefit for income taxes
            
            
            (1,339
            )
            
            
            388,116Net
      (loss) income
            
            
            (1,940,676
            )
            
            
            3,095,134Less:
      Net income attributable to noncontrolling interests
            
            
            (227,345
            )
            
            
            (561,459
            )Net
      (loss) income attributable to Fund Eleven
            
            $
            (2,168,021
            )
            
            $
            2,533,675Net
      (loss) income attributable to Fund Eleven allocable to:Additional
      Members
            
            $
            (2,146,341
            )
            
            $
            2,508,338Manager
            
            
            (21,680
            )
            
            
            25,337$
            (2,168,021
            )
            
            $
            2,533,675Weighted
      average number of additional shares oflimited
      liability company interests outstanding
            
            
            362,736
            
            
            
            363,188Net
      (loss) income attributable to Fund Eleven per weightedaverage
      additional share of limited liability companyinterests
      outstanding
            
            $
            (5.92
            )
            
            $
            6.91








2
 Table of Contents







ICON Leasing Fund Eleven, LLC(A
      Delaware Limited Liability Company)Consolidated
      Statement of Changes in EquityMembers'
      EquityAdditional
                Sharesof
            
            
            
            
            
            
            
            
            Accumulated
      OtherLimited
      LiabilityCompany Interests
            
            
            AdditionalMembers
            
            
            Manager
            
            
            Comprehensive Income (Loss)
            
            
            TotalMembers'
      Equity
            
            
            NoncontrollingInterests
            
            
            TotalEquityBalance,
      December 31, 2009
            
            
            363,093
            
            
            $
            139,684,262
            
            
            $
            (1,820,378
            )
            
            $
            (1,485,640
            )
            
            $
            136,378,244
            
            
            $
            7,204,263
            
            
            $
            143,582,507Comprehensive
      (loss) income:Net
      (loss) income
            
            
            -
            
            
            
            (2,146,341
            )
            
            
            (21,680
            )
            
            
            -
            
            
            
            (2,168,021
            )
            
            
            227,345
            
            
            
            (1,940,676
            )Change
      in valuation of derivative instruments
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            286,189
            
            
            
            286,189
            
            
            
            -
            
            
            
            286,189Currency
      translation adjustments
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (573,772
            )
            
            
            (573,772
            )
            
            
            -
            
            
            
            (573,772
            )Total
      comprehensive (loss) income
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (287,583
            )
            
            
            (2,455,604
            )
            
            
            227,345
            
            
            
            (2,228,259
            )Shares
      of limited liability company interests repurchased
            
            
            (439
            )
            
            
            (333,216
            )
            
            
            -
            
            
            
            -
            
            
            
            (333,216
            )
            
            
            -
            
            
            
            (333,216
            )Cash
      distributions
            
            
            -
            
            
            
            (8,254,346
            )
            
            
            (83,377
            )
            
            
            -
            
            
            
            (8,337,723
            )
            
            
            (883,910
            )
            
            
            (9,221,633
            )Balance,
      March 31, 2010 (unaudited)
            
            
            362,654
            
            
            
            128,950,359
            
            
            
            (1,925,435
            )
            
            $
            (1,773,223
            )
            
            $
            125,251,701
            
            
            $
            6,547,698
            
            
            $
            131,799,399











3
 Table of Contents







ICON Leasing Fund Eleven, LLC(A
      Delaware Limited Liability Company)Consolidated
      Statements of Cash Flows(unaudited)Three Months Ended March
31,2010
            
            
            2009Cash
      flows from operating activities:Net
      (loss) income
            
            $
            (1,940,676
            )
            
            $
            3,095,134Adjustments
      to reconcile net (loss) income to net cashprovided
      by operating activities:Rental
      income paid directly to lenders by lessees
            
            
            (2,958,000
            )
            
            
            (3,026,000
            )Finance
      income
            
            
            (514,622
            )
            
            
            (715,149
            )Income
      from investments in joint ventures
            
            
            (318,585
            )
            
            
            (678,032
            )Net
      gain on sales of leased equipment
            
            
            -
            
            
            
            (75,185
            )Depreciation
      and amortization
            
            
            10,472,445
            
            
            
            13,803,438Amortization
      of deferred time charter expense
            
            
            419,522
            
            
            
            -Interest
      expense on non-recourse financing paid directly to lenders by
      lessees
            
            
            911,914
            
            
            
            937,104Interest
      expense from amortization of debt financing costs
            
            
            75,405
            
            
            
            76,777(Gain)
      loss on financial instruments
            
            
            (574,071
            )
            
            
            5,782Deferred
      tax provision
            
            
            1,339
            
            
            
            140,054Changes
      in operating assets and liabilities:Collection
      of finance leases
            
            
            2,047,215
            
            
            
            1,709,196Accounts
      receivable
            
            
            516,580
            
            
            
            (836,444
            )Other
      assets, net
            
            
            (4,814,082
            )
            
            
            (75,108
            )Payables,
      deferred revenue and other current liabilities
            
            
            (1,440,918
            )
            
            
            (837,576
            )Due
      to/from Manager and affiliates
            
            
            (29,908
            )
            
            
            127,138Distributions
      from joint ventures
            
            
            311,630
            
            
            
            678,032Net
      cash provided by operating activities
            
            
            2,165,188
            
            
            
            14,329,161Cash
      flows from investing activities:Proceeds
      from sales of leased equipment
            
            
            -
            
            
            
            580,832Repayment
      of note receivable
            
            
            120,802
            
            
            
            -Distributions
      received from joint ventures in excess of profits
            
            
            1,227,238
            
            
            
            1,390,944Other
      assets
            
            
            (517
            )
            
            
            (10,019
            )Net
      cash provided by investing activities
            
            
            1,347,523
            
            
            
            1,961,757Cash
      flows from financing activities:Repayments
      of non-recourse long-term debt
            
            
            (95,000
            )
            
            
            (8,130,000
            )Proceeds
      from revolving line of credit, recourse
            
            
            -
            
            
            
            600,000Repayments
      of revolving line of credit, recourse
            
            
            (2,260,000
            )
            
            
            -Repurchase
      of additional shares of limited liability company
interests
            
            
            (333,216
            )
            
            
            (60,599
            )Cash
      distributions to members
            
            
            (8,337,723
            )
            
            
            (8,346,290
            )Distributions
      to noncontrolling interests
            
            
            (883,910
            )
            
            
            (1,596,819
            )Net
      cash used in financing activities
            
            
            (11,909,849
            )
            
            
            (17,533,708
            )Effects
      of exchange rates on cash and cash equivalents
            
            
            (15,891
            )
            
            
            (39,977
            )Net
      decrease in cash and cash equivalents
            
            
            (8,413,029
            )
            
            
            (1,282,767
            )Cash
      and cash equivalents, beginning of period
            
            
            18,615,323
            
            
            
            7,670,929Cash
      and cash equivalents, end of period
            
            $
            10,202,294
            
            
            $
            6,388,162









4
 Table of Contents





ICON
      Leasing Fund Eleven, LLC(A
      Delaware Limited Liability Company)Consolidated
      Statements of Cash Flows(unaudited)Three Months Ended March
31,2010
            
            
            2009Supplemental
      disclosure of cash flow information:Cash
      paid during the year for interest
            
            $
            947,350
            
            
            $
            1,559,472Principal
      and interest paid on non-recourse long term debtdirectly
      to lenders by lessees
            
            $
            2,958,000
            
            
            $
            3,026,000









5
 Table of Contents
 ICON Leasing Fund Eleven, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)




(1)
              Organization


ICON
Leasing Fund Eleven, LLC (the “LLC”) was formed on December 2, 2004 as a
Delaware limited liability company. The LLC is engaged in one business
segment, the business of purchasing equipment and leasing it to third parties,
providing equipment and other financing, acquiring equipment subject to lease
and, to a lesser degree, acquiring ownership rights to items of leased equipment
at lease expiration. The LLC will continue until December 31, 2024, unless
terminated sooner.





The LLC’s
principal investment objective is to obtain the maximum economic return from its
investments for the benefit of its members.  To achieve this
objective, the LLC: (i) acquires a diversified portfolio by making investments
in leases, notes receivable and other financing transactions; (ii) makes monthly
cash distributions, at the LLC’s manager’s discretion, to its members commencing
with each member’s admission to the LLC, continuing until the end of the
operating period; (iii) reinvests substantially all undistributed cash from
operations and cash from sales of equipment and other financing transactions
during the operating period; and (iv) will dispose of its investments and
distribute the excess cash from such dispositions to its members beginning with
the commencement of the liquidation period. The LLC is currently in its
operating period, which commenced in April 2007.





The
manager of the LLC is ICON Capital Corp., a Delaware corporation (the
“Manager”).  The Manager manages and controls the business affairs of
the LLC, including, but not limited to, the equipment leases and other financing
transactions that the LLC enters into pursuant to the terms of the LLC’s amended
and restated limited liability company agreement (the “LLC
Agreement”).  Additionally, the Manager has a 1% interest in the
profits, losses, cash distributions and liquidation proceeds of the
LLC.




Members’
capital accounts are increased for their initial capital contribution plus their
proportionate share of earnings and decreased by their proportionate share of
losses and distributions. Profits, losses, cash distributions and liquidation
proceeds are allocated 99% to the additional members and 1% to the Manager until
each additional member has (a) received cash distributions and liquidation
proceeds sufficient to reduce its adjusted capital account to zero and (b)
received, in addition, other distributions and allocations that would provide an
8% per year cumulative return, compounded daily, on its outstanding adjusted
capital account. After such time, distributions will be allocated 90% to the
additional members and 10% to the Manager.





(2)
            Basis
      of Presentation and Consolidation





The
accompanying consolidated financial statements of the LLC have been prepared in
accordance with U.S. generally accepted accounting principles (“US 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. In the
opinion of the Manager, all adjustments considered necessary for a fair
presentation have been included. These consolidated financial statements should
be read together with the consolidated financial statements and notes included
in the LLC’s Annual Report on Form 10-K for the year ended December 31, 2009.
The results for the interim period are not necessarily indicative of the results
for the full year.







6
 Table of Contents
 ICON
Leasing Fund Eleven, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)
 (2)
              Basis
      of Presentation and Consolidation -
continued


The
consolidated financial statements include the accounts of the LLC and its
majority-owned subsidiaries and other controlled entities. All intercompany
accounts and transactions have been eliminated in consolidation. In joint
ventures where the LLC has majority ownership, the financial condition and
results of operations of the joint venture are
consolidated.  Noncontrolling interest represents the minority owner’s
proportionate share of its equity in the joint venture. The noncontrolling
interest is adjusted for the minority owner’s share of the earnings, losses,
investments and distributions of the joint venture.





The LLC
accounts for its noncontrolling interests in joint ventures where the LLC has
influence over financial and operational matters, generally 50% or less
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 revenue.  All of the LLC’s investments in
joint ventures are subject to its impairment review policy.





Use of
Estimates





The
preparation of financial statements in conformity with US GAAP requires the
Manager to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities as
of the date of the consolidated financial statements and the reported amounts of
revenue and expenses during the reporting period. Significant estimates
primarily include the determination of allowance for doubtful accounts,
depreciation and amortization, impairment losses, estimated useful lives and
residual values.  Actual results could differ from those
estimates.





Reclassifications





Certain
reclassifications have been made to the accompanying consolidated financial
statements in prior periods to conform to the current presentation.





Recently
Adopted Accounting Pronouncements





In June
2009, the Financial Accounting Standards Board (“FASB”) issued an update to
Accounting Standard Codification 810 – Consolidation (“ASC 810”). The update
amends the consolidation guidance applicable to variable interest entities
(“VIEs”) and changes how a reporting entity evaluates whether an entity is
considered the primary beneficiary of a VIE and is therefore required to
consolidate such VIE. ASC 810 will also require assessments at each reporting
period of which party within the VIE is considered the primary beneficiary and
will require a number of new disclosures related to VIEs. ASC 810 is effective
for fiscal years beginning after November 15, 2009. The adoption of this
guidance, effective January 1, 2010, did not have a material impact on the
LLC’s consolidated financial statements as of and for the three months ended
March 31, 2010.




In
January 2010, the FASB issued Accounting Standards Update 2010-06, Fair Value
Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value
Measurements (“ASU 2010-06”), amending Accounting Standards Codification 820.
ASU 2010-06 requires new disclosures and clarifies existing disclosures on fair
value measurements.  It requires new disclosures including (i)
separate disclosure of the amounts of significant transfers in and out of Level
1 and Level 2 fair value measurements and a description of the reasons for the
transfers and (ii) separate presentation of information about purchases, sales,
issuances and settlements in the reconciliation of Level 3
fair value measurements. This update also clarifies existing disclosures
requiring the LLC to (i) determine each class of assets and liabilities based on
the nature and risks of the investments rather than by major security type and
(ii) for each class of assets and liabilities, disclose the valuation techniques
and inputs used to measure fair value for both Level 2 and Level 3 fair value
measurements. The new disclosures and clarifications of existing
disclosures are effective for interim and annual reporting periods beginning
after December 15, 2009, except for the disclosures about purchases, sales,
issuances, and settlements in Level 3 fair value measurements, which are
effective for fiscal years beginning after December 15, 2010. The adoption
of ASU 2010-06 did not have a material effect on the LLC’s consolidated
financial statements as of and for the three months ended March 31,
2010.






7
 Table of Contents
 ICON
Leasing Fund Eleven, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)


(3)
              Net
      Investment in Finance Leases


Net
investment in finance leases consisted of the following:




March
      31,
            
            
            December
      31,2010
            
            
            2009Minimum
      rents receivable
            
            $
            22,264,570
            
            
            $
            24,311,785Estimated
      residual values
            
            
            3,070,295
            
            
            
            3,070,295Initial
      direct costs, net
            
            
            335,803
            
            
            
            361,899Unearned
      income
            
            
            (2,548,205
            )
            
            
            (3,062,827
            )Net
      investment in finance leases
            
            
            23,122,463
            
            
            
            24,681,152Less:
      Current portion of net investment in finance leases
            
            
            9,084,883
            
            
            
            9,448,439Net
      investment in finance leases, less current portion
            
            $
            14,037,580
            
            
            $
            15,232,713




(4)
              Leased
      Equipment at Cost


Leased
equipment at cost consisted of the following:





March
      31,
            
            
            December
      31,2010
            
            
            2009Marine
      vesselsContainer
      vessels
            
            $
            107,353,324
            
            
            $
            107,353,324Handymax
      product tankers
            
            
            109,270,860
            
            
            
            109,270,860Aframax
      product tankers
            
            
            90,798,632
            
            
            
            90,798,632Manufacturing
      equipment
            
            
            28,284,544
            
            
            
            29,100,777Telecommunications
      equipment
            
            
            5,579,498
            
            
            
            5,579,498341,286,858
            
            
            
            342,103,091Less:
      Accumulated depreciation
            
            
            (168,655,798
            )
            
            
            (158,488,912
            )$
            172,631,060
            
            
            $
            183,614,179




Depreciation
expense was $10,425,238 and $13,697,280 for the three months ended March 31,
2010 and 2009, respectively.






8
 Table of Contents
 ICON
Leasing Fund Eleven, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)


(5)
              Non-Recourse
      Long-Term Debt


The LLC had the following non-recourse
long-term debt:




March
      31,
            
            
            December
      31,2010
            
            
            2009ICON
      European Container, LLC
            
            $
            19,021,175
            
            
            $
            19,112,200ICON
      European Container II, LLC
            
            
            26,986,232
            
            
            
            26,905,800ICON
      Senang, LLC
            
            
            20,051,156
            
            
            
            21,210,529ICON
      Sebarok, LLC
            
            
            20,051,156
            
            
            
            21,210,529ICON
      Doubtless, LLC
            
            
            6,625,000
            
            
            
            6,625,000ICON
      Spotless, LLC
            
            
            6,625,000
            
            
            
            6,625,000ICON
      Faithful, LLC
            
            
            6,625,000
            
            
            
            6,625,000Isomar
      Marine Company Limited
            
            
            6,625,000
            
            
            
            6,625,000Total
      non-recourse long-term debt
            
            
            112,609,719
            
            
            
            114,939,058Less:
      Current portion of non-recourse long-term debt
            
            
            19,862,657
            
            
            
            43,603,558Total
      non-recourse long-term debt, less current portion
            
            $
            92,747,062
            
            
            $
            71,335,500





Container
Vessels




On
February 9, 2010, the LLC, through its wholly-owned subsidiaries ICON European
Container, LLC and ICON European Container II, LLC, amended the secured loan
agreement (the “HSH Loan Agreement”) with HSH Nordbank AG (“HSH”) to correspond
with the revised payment schedule in the bareboat charters for the M/V ZIM
Andaman Sea (f/k/a ZIM America), the M/V ZIM Japan Sea, the M/V ZIM Hong Kong
and the M/V ZIM Israel (collectively, the “ZIM Vessels”), which had been amended
in October 2009.  The amendment to the HSH Loan Agreement also cured
the default under the loan agreement as of December 31, 2009.




Handymax
Product Tankers




On
September 23, 2009, ICON Doubtless, LLC, ICON Faithful, LLC, ICON Spotless, LLC
and Isomar Marine Company Limited (collectively, the “Top Ships Purchasers”)
defaulted on the two-year non-recourse long-term loan (the “New Fortis Loan”)
with Fortis Bank NV/SA (“Fortis”) due to their failure to make required payments
under the agreement.  On April 1, 2010, the LLC, through the Top Ships
Purchasers, amended the terms of the New Fortis Loan. In connection with the
amendment of the New Fortis Loan, Fortis agreed to waive all defaults under the
loan and the Top Ships Purchasers: (i) paid $1,000,000 towards repayment of the
outstanding balance of the non-recourse long-term debt related to the M/T
Doubtless, the M/T Faithful, the M/T Spotless and the M/T Vanguard
(collectively, the “Top Ships Vessels”), (ii) paid $2,000,000 towards funding
the operation of the Top Ships Vessels and (iii) agreed to pay up to $1,000,000
towards funding the operation of the Top Ships Vessels or repayment of the
outstanding balance of the non-recourse long-term debt related to the Top Ships
Vessels upon the earlier of a sale of the M/T Faithful or expiration of the M/T
Faithful’s time charter, which expires in the second quarter of 2010.
Accordingly, management reclassified approximately $23,900,000 of the current
portion of the non-recourse long-term debt to non-current as of March 31,
2010.




On April
30, 2010, in connection with the amendment of the New Fortis Loan, ICON
Doubtless, LLC, ICON Spotless, LLC and Isomar Marine Company Limited extended
the term of their underlying time charters until November 2010.






9
 Table of Contents
 ICON
Leasing Fund Eleven, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)
 (5)
                Non-Recourse
      Long-Term Debt - continued


As of
March 31, 2010 and December 31, 2009, the LLC had net debt financing costs of
$488,550 and $563,955, respectively. For the three months ended March 31, 2010
and 2009, the
amortization of debt financing costs resulted in the recognition of interest
expenseof $75,405 and $76,777, respectively.





The
aggregate maturities of non-recourse long-term debt over the next five years
were as follows at March 31, 2010. There will be no additional maturities of
non-recourse long-term debt after 2014.





Years Ending December 31,2010
            
            $
            15,774,2192011
            
            
            17,366,8002012
            
            
            43,060,7002013
            
            
            5,325,0002014
            
            
            31,083,000$
            112,609,719




(6)
                Revolving
      Line of Credit, Recourse


The LLC
and certain entities managed by the Manager, ICON Income Fund Eight B L.P., ICON
Income Fund Nine, LLC, ICON Income Fund Ten, LLC (“Fund Ten”), ICON Leasing Fund
Twelve, LLC (“Fund Twelve”) and ICON Equipment and Corporate Infrastructure Fund
Fourteen, L.P. (collectively, the “Borrowers”), are parties to a Commercial Loan
Agreement, as amended (the “Loan Agreement”), with California Bank & Trust
(“CB&T”). The Loan Agreement provides for a revolving line of credit of up
to $30,000,000 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. At
March 31, 2010, no amounts were accrued related to the LLC’s joint and several
obligations 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 and loans
in which the Borrowers have a beneficial interest.





The
Facility expires on June 30, 2011 and the Borrowers may request a one year
extension to the revolving line of credit within 390 days of the then-current
expiration date, but CB&T has no obligation to extend. The interest rate for
general advances under the Facility is CB&T’s prime rate and the interest
rate on up to five separate non-prime rate advances that are permitted to be
made under the Facility is the rate at which U.S. dollar deposits can be
acquired by CB&T in the London Interbank Eurocurrency Market plus 2.5% per
year, provided that neither interest rate is permitted to be less than 4.0% per
year. The interest rate at March 31, 2010 was 4.0%. In addition, the Borrowers
are obligated to pay a quarterly commitment fee of 0.50% on unused commitments
under the Facility.





Aggregate
borrowings by all Borrowers under the Facility amounted to $700,000 at March 31,
2010, all of which was borrowed by Fund Ten.  Subsequent to March 31, 2010,
Fund Ten borrowed an additional $650,000 under the Facility, which increased
Fund Ten’s outstanding loan balance to $1,350,000.





10
 Table of Contents
 ICON
Leasing Fund Eleven, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)
 (6)
                  Revolving
      Line of Credit, Recourse -
continued


Pursuant
to the Loan Agreement, the Borrowers are required to comply with certain
covenants. At March 31, 2010, the Borrowers were in compliance with all
covenants.




(7)
                Foreign
      Income Taxes


Certain
of the LLC’s direct and indirect wholly-owned subsidiaries are unlimited
liability companies and are taxed as corporations under the laws of
Canada.  Other indirect wholly-owned subsidiaries are taxed as
corporations in Barbados. For the three months ended March 31, 2010, the
provision for income taxes was comprised of $1,339 in deferred taxes. The LLC’s
Canadian subsidiaries, under the laws of Canada, are subject to income tax
examination for the 2006 through 2009 periods. The LLC has not identified any
uncertain tax positions as of March 31, 2010.





As of
March 31, 2010, the LLC has a net deferred tax asset of approximately $1,300
relating to (i) net operating losses that are currently expected to expire
starting in 2027 through 2028 and (ii) a net unrealized capital loss on foreign
currency for a net note receivable.  This deferred tax asset has a
full valuation allowance.  The remaining components of the deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
for income tax purposes.




(8)
                Transactions
      with Related Parties


In
accordance with the terms of the LLC Agreement, the LLC pays or paid the Manager
(i) management fees ranging from 1% to 7% based on a percentage of the rentals
and other contractual payments 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 purchase price of the LLC’s investments.  In
addition, the Manager is reimbursed for administrative expenses incurred in
connection with the LLC’s operations. The Manager also has a 1% interest in
the LLC’s profits, losses, cash distributions and liquidation
proceeds.





The
Manager performs certain services relating to the management of the LLC’s
equipment leasing and other financing activities.  Such services
include, but are not limited to, the collection of lease payments from the
lessees of the equipment or loan payments from borrowers, re-leasing services in
connection with equipment which is off-lease, inspections of the equipment,
liaising with and general supervision of lessees and borrowers to ensure 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 costs, 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, office rent, travel expenses
and other administrative costs incurred by individuals with a controlling
interest in the Manager.





During
the three months ended March 31, 2010, the Manager suspended collection of a
portion of its management fees.







11
 Table of Contents
 ICON
Leasing Fund Eleven, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)
 (8)
                    Transactions
      with Related Parties - continued


Fees and
other expenses paid or accrued by the LLC to the Manager or its affiliates were
as follows:





Three Months Ended March
31,Entity
            
            Capacity
            
            Description
            
            2010
            
            
            2009ICON
      Capital Corp.
            
            Manager
            
            Management
      fees (1) (2)
            
            $
            354,362
            
            
            $
            977,930ICON
      Capital Corp.
            
            Manager
            
            Administrative
      expense reimbursements (1)
            
            
            337,824
            
            
            
            549,204$
            692,186
            
            
            $
            1,527,134(1) Charged
      directly to operations.(2) The
      Manager suspended the collection of a portion of its management fees in
      the amount of $184,361 during the three months ended March 31,
      2010.





At March
31, 2010, the LLC had a net payable of $270,315 due to the Manager and its
affiliates that primarily consisted of an accrual due to the Manager for
administrative expense reimbursements.




(9)
                Derivative
      Financial Instruments


The LLC
may enter into derivative transactions for purposes of hedging specific
financial exposures, including movements in foreign currency exchange rates and
changes in interest rates on its non-recourse long-term debt. The LLC enters
into these instruments only for hedging underlying exposures. The LLC does not
hold or issue derivative financial instruments for purposes other than hedging,
except for warrants, which are not hedges.  Certain derivatives may
not meet the established criteria to be designated as qualifying accounting
hedges, even though the LLC believes that these are effective economic
hedges.





The LLC
accounts for derivative financial instruments in accordance with the accounting
pronouncements that established accounting and reporting standards for
derivative financial instruments. These accounting pronouncements require the
LLC to recognize all derivatives as either assets or liabilities on the
consolidated balance sheets and measure those instruments at fair value. The LLC
recognizes the fair value of all derivatives as either assets or liabilities on
the consolidated balance sheets and changes in the fair value of such
instruments are recognized immediately in earnings unless certain accounting
criteria established by the accounting pronouncements are met. These criteria
demonstrate that the derivative is expected to be highly effective at offsetting
changes in the fair value or expected cash flows of the underlying exposure at
both the inception of the hedging relationship and on an ongoing basis and
include an evaluation of the counterparty risk and the impact, if any, on the
effectiveness of the derivative. If these criteria are met, which the LLC must
document and assess at inception and on an ongoing basis, the LLC recognizes the
changes in fair value of such instruments in accumulated other comprehensive
income or loss (“AOCI”), a component of equity on the consolidated balance
sheets. Changes in the fair value of the ineffective portion of all derivatives
are recognized immediately in earnings.







12
 Table of Contents
 ICON
Leasing Fund Eleven, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)


(9)
                Derivative
      Financial Instruments - continued


Interest
Rate Risk





The LLC’s
objectives in using interest rate derivatives are to add stability to interest
expense and to manage its exposure to interest rate movements on its variable
non-recourse debt. The LLC’s hedging strategy to accomplish this objective is to
match the projected future cash flows with the underlying debt service. Interest
rate swaps designated as cash flow hedges involve the receipt of floating-rate
interest payments from a counterparty in exchange for the LLC making fixed
interest rate payments over the life of the agreements without exchange of the
underlying notional amount.





As of
March 31, 2010, the LLC had four floating-to-fixed interest rate swaps relating
to ICON Senang, LLC, ICON Sebarok, LLC, ICON European Container, LLC and ICON
European Container II, LLC designated and qualifying as cash flow hedges with an
aggregate notional amount of approximately $72,232,000. These interest rate
swaps have maturity dates ranging from November 19, 2010 to April 11,
2012.





For these
derivatives, the LLC records the gain or loss from the effective portion of
changes in the fair value of derivatives designated and qualifying as cash flow
hedges in AOCI and such gain or loss is subsequently reclassified into earnings
in the period that the hedged forecasted transaction affects earnings and within
the same line item on the statements of operations as the impact of the hedged
transaction. During the three months ended March 31, 2010, the LLC
recorded $439,576 of hedge ineffectiveness in earnings. For the three
months ended March 31, 2010, the total unrealized loss recorded to AOCI related
to the change in fair value of these interest rate swaps was approximately
$1,576,000.





During
the twelve months ending March 31, 2011, the LLC estimates that approximately
$2,643,000 will be transferred from AOCI to interest expense.





Non-designated
Derivatives





The LLC
holds an interest rate swap with a notional balance of approximately $21,017,000
that is not speculative and is used to meet the LLC’s objectives in using
interest rate derivatives to add stability to interest expense and to manage its
exposure to interest rate movements. The LLC’s hedging strategy to
accomplish this objective is to match the projected future cash flows with the
underlying debt service. The interest rate swap involves the receipt of
floating-rate interest payments from a counterparty in exchange for the LLC
making fixed interest rate payments over the life of the agreement without
exchange of the underlying notional amount. Additionally, the LLC holds
warrants that are held for purposes other than hedging. All changes in the
fair value of the interest rate swap not designated as a hedge and the warrants
are recorded directly in earnings.




13
 Table of Contents
 ICON
Leasing Fund Eleven, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)


(9)
                Derivative
      Financial Instruments - continued


The table
below presents the fair value of the LLC’s derivative financial instruments as
well as their classification within the LLC’s consolidated balance sheets as of
March 31, 2010 and December 31, 2009:




Asset Derivatives
            
            
            
            Liability DerivativesMarch 31,
            
            
            December 31,
            
            
            
            March 31,
            
            
            December 31,2010
            
            
            2009
            
            
            
            2010
            
            
            2009Balance Sheet Location
            
            Fair Value
            
            
            Fair Value
            
            Balance Sheet Location
            
            Fair Value
            
            
            Fair ValueDerivatives
      designated as hedginginstruments:Interest
      rate swaps
            
            
            $
            -
            
            
            $
            -
            
            Derivative
      instruments
            
            $
            3,491,992
            
            
            $
            3,942,837Derivatives
      not designated as hedginginstruments:Interest
      rate swaps
            
            
            $
            -
            
            
            $
            -
            
            Derivative
      instruments
            
            $
            967,948
            
            
            $
            1,106,490Warrants
            Other
      non-current assets
            
            $
            77,582
            
            
            $
            79,371
            
            
            
            $
            -
            
            
            $
            -




The
table below presents the effect of the LLC’s derivative financial instruments
designated ascash
flow hedging instruments on the consolidated statement of operations for the
three months ended March 31, 2010:




March 31, 2010Derivatives
            
            Amount
      of Gain (Loss) Recognizedin
      AOCI on Derivative (Effective Portion)
            
            Location
      of Gain (Loss) Reclassifiedfrom
      AOCI into Income (Effective Portion)
            
            Gain
      (Loss) Reclassified from
              AOCI
      into Income (Effective Portion)
            
            Location
      of Gain (Loss) Recognized in Incomeon
      Derivative (Ineffective Portion and Amounts Excluded from Effectiveness
      Testing)
            
            Gain
      (Loss) Recognized in Income
              on
      Derivative (Ineffective Portion and Amounts Excluded from Effectiveness
      Testing)Interest
      rate swaps
            
            $
            (544,716
            )
            Interest
      expense
            
            $
            (830,905
            )
            Gain
      (loss) on financial instruments
            
            $
            -





The table
below presents the effect of the LLC’s derivative financial instruments
designated ascash
flow hedging instruments on the consolidated statement of operations for the
three months ended March 31, 2009:





March 31, 2009Derivatives
            
            Amount
      of Gain (Loss) Recognizedin
      AOCI on Derivative (Effective Portion)
            
            Location
      of Gain (Loss) Reclassifiedfrom
      AOCI into Income (Effective Portion)
            
            Gain
      (Loss) Reclassified from
              AOCI
      into Income (Effective Portion)
            
            Location
      of Gain (Loss) Recognized in Incomeon
      Derivative (Ineffective Portion and Amounts Excluded from Effectiveness
      Testing)
            
            Gain
      (Loss) Recognized in Incomeon
      Derivative (Ineffective Portion and Amounts Excluded from Effectiveness
      Testing)Interest
      rate swaps
            
            $
            76,655
            
            Interest
      expense
            
            $
            (988,031
            )
            Gain
      (loss) on financial instruments
            
            $
            -





14
 Table of Contents
 ICON
Leasing Fund Eleven, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)


(9)
                Derivative
      Financial Instruments - continued


The LLC’s
derivative financial instruments not designated as hedging instruments
generated (gain) loss on financial instruments on the statements of
operations for the three months ended March 31, 2010 and 2009 of ($574,071) and
$5,782, respectively. The net gain recorded for the three months ended March 31,
2010 was comprised of ($575,860) relating to interest rate swap contracts and
$1,789 relating to warrants. The loss recorded for the three months ended March
31, 2009 was comprised of $5,782 relating to warrants.





Derivative
Risks





The LLC
manages exposure to possible defaults on derivative financial instruments by
monitoring the concentration of risk that the LLC has with any individual bank
and through the use of minimum credit quality standards for all counterparties.
The LLC does not require collateral or other security in relation to derivative
financial instruments. Since it is the LLC’s policy to enter into derivative
contracts with banks of internationally acknowledged standing only, the LLC
considers the counterparty risk to be remote.





As of
March 31, 2010, the fair value of the derivatives in a liability position was
$4,459,940. In the event that the LLC would be required to settle its
obligations under the agreements as of March 31, 2010, the termination value was
$4,566,157.




(10)
                Accumulated
      Other Comprehensive Loss


AOCI
includes accumulated losses on derivative financial instruments and currency
translation adjustments of $1,575,745 and $197,478, respectively, at March 31,
2010 and accumulated losses on derivative financial instruments and accumulated
gains on currency translation adjustments of $1,861,934 and $376,294,
respectively, at December 31, 2009.




Total
comprehensive (loss) income for the three months ended March 31, 2010 and 2009
was ($2,228,259) and $3,398,114, which included: (i) net (loss) income of
($1,940,676) and $3,095,134, (ii) the net change in unrealized gain on
derivative financial instruments of $286,189 and $1,064,686 and (iii) unrealized
(loss) on currency translation adjustments of ($573,772) and ($761,706),
respectively.




(11)
                Fair
      Value Measurements


The LLC
accounts for the fair value of financial instruments in accordance with the
accounting pronouncements, which require assets and liabilities carried at fair
value to be classified and disclosed in one of the following three
categories:





·
            Level
      1: Quoted market prices available in active markets for identical assets
      or liabilities as of the reporting
date.


·
            Level
      2: Pricing inputs other than quoted prices in active markets included in
      Level 1, which are either directly or indirectly observable as of the
      reporting date.


·
            Level
      3: Pricing inputs that are generally unobservable and cannot be
      corroborated by market data.





Financial
Assets and Liabilities Measured on a Recurring Basis





Financial
assets and liabilities are classified in their entirety based on the lowest
level of input that is significant to the fair value measurement. The Manager’s
assessment, on the LLC’s behalf, of the significance of a particular input to
the fair value measurement requires judgment and may affect the valuation of the
assets and liabilities being measured and their placement within the fair value
hierarchy.





15
 Table of Contents
 ICON
Leasing Fund Eleven, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)


(11)
                Fair
      Value Measurements - continued


The
following table summarizes the valuation of the LLC’s material financial assets
and liabilities measured at fair value on a recurring basis as of March 31,
2010:





Level
      1(1)
            
            
            Level
      2(2)
            
            
            Level
      3(3)
            
            
            TotalAssets:Warrants
            
            $
            -
            
            
            $
            77,582
            
            
            $
            -
            
            
            $
            77,582Liabilities:Derivative
      liabilities
            
            $
            -
            
            
            $
            4,459,940
            
            
            $
            -
            
            
            $
            4,459,940(1)
      Quoted prices in active markets for identical assets or
      liabilities.(2)
      Observable inputs other than quoted prices in active markets for identical
      assets and liabilities.(3)
      No observable pricing inputs in the market.





The LLC’s
derivative contracts, including interest rate swaps and warrants, are valued
using models based on readily observable market parameters for all substantial
terms of the LLC’s derivative contracts and are classified within Level 2. As
permitted by the accounting pronouncements, the LLC uses market prices and
pricing models for fair value measurements of its derivative instruments. The
fair value of the warrants was recorded in other non-current assets and the fair
value of the derivative liabilities was recorded in derivative instruments
within the consolidated balance sheets.





Fair
value information with respect to the LLC’s leased assets and liabilities is not
separately provided since (i) the current accounting pronouncements do not
require fair value disclosures of lease arrangements and (ii) the carrying value
of financial assets, other than lease-related investments, and the recorded
value of recourse debt approximate fair value due to their short-term maturities
and variable interest rates. The estimated fair value of the LLC’s
non-recourse long-term debt and mortgage note receivable was based on the
discounted value of future cash flows expected to be received from the loans
based on recent transactions of this type.





March
      31, 2010Carrying Amount
            
            
            Fair ValueNon-recourse
      long-term debt
            
            $
            6,884,407
            
            
            $
            6,919,924Mortgage
      note receivable
            
            $
            12,722,006
            
            
            $
            15,092,503




(12)
                Commitments
      and Contingencies


At the
time the LLC acquires or divests of its interest in an equipment lease or
other financing transaction, the LLC may, under very limited circumstances,
agree to indemnify the seller or buyer for specific contingent
liabilities.  The Manager believes that any liability of the LLC that
may arise as a result of any such indemnification obligations will not have
a material adverse effect on the consolidated financial condition of the LLC
taken as a whole.


16
 Table of Contents
 ICON
Leasing Fund Eleven, LLC
 (A
Delaware Limited Liability Company)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)


(12)
                Commitments
      and Contingencies - continued


The LLC,
Fund Ten and Fund Twelve (collectively, the “Participating Funds”) have entered
into a credit support agreement, pursuant to which losses incurred by a
Participating Fund with respect to any subsidiary of MW Universal, Inc. (“MWU”)
are shared among the Participating Funds in proportion to their respective
capital investments. The term of the credit support agreement matches the term
of the schedules to the master lease agreement.  No amounts were
accrued at March 31, 2010 and the Manager cannot reasonably estimate at this
time the maximum potential amounts, if any, that may become payable under the
credit support agreement.





The LLC
has entered into a remarketing agreement with a third party. In connection with
this agreement, residual proceeds received in excess of specific amounts will be
shared with this third party based on specific formulas. The obligation related
to this agreement is recorded at fair value.




(13)
                Subsequent
      Event


Promissory
Note





On April
13, 2010, Cerion MPI, LLC (“Cerion MPI”) made an unscheduled principal
payment on the promissory note in the amount of $6,703,856.







17
 Table of Contents





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





The
following is a discussion of our current financial position and results of
operations. This discussion should be read together with our unaudited
consolidated financial statements and related notes included elsewhere in this
Quarterly Report on Form 10-Q and the audited consolidated financial statements
and related notes included in our Annual Report on Form 10-K for the year ended
December 31, 2009. This discussion should also be read in conjunction with
the disclosures below regarding “Forward-Looking Statements” and the “Risk
Factors” set forth in Item 1A of Part II of this Quarterly Report on Form
10-Q.





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,” “expect,” “continue,” “further,” “plan,” “seek,”
“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. We undertake no obligation to update publicly or review
any forward-looking statement, whether as a result of new information, future
developments or otherwise.





Overview





We
operate as an equipment leasing and finance program in which the capital
our members invested was pooled together to make investments, pay fees and
establish a small reserve. We primarily acquire equipment subject to lease,
purchase equipment and lease it to third parties, provide equipment and other
financing and, to a lesser degree, acquire ownership rights to items of
leased equipment at lease expiration.





Our
Manager manages and controls our business affairs, including, but not limited
to, our equipment leases and other financing transactions, under the terms
of our LLC Agreement.





We
are currently in our operating period. During our operating period, additional
investments will continue to be made with the cash generated from our initial
investments and our additional investments to the extent that the cash is not
used for expenses, reserves and distributions to members.  The investment
in additional equipment leases and other financing transactions in this manner
is called “reinvestment.” We anticipate investing in equipment leases, other
financing transactions and residual ownership rights in leased equipment from
time to time until April 2012, unless that date is extended, at our Manager’s
sole discretion, for up to an additional three years.







18
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Recent
Significant Transactions





We
engaged in the following significant transactions since December 31,
2009:





Container
Vessels




On
February 9, 2010, we, through our wholly-owned subsidiaries, amended the HSH
Loan Agreement to correspond with the revised payment schedule in the bareboat
charters for the ZIM Vessels, which had been amended in October
2009.  The amendment to the HSH Loan Agreement also cured the default
under the loan agreement as of December 31, 2009.




Subsequent
Events





Handymax
Product Tankers





On April
1, 2010, we, through the Top Ships Purchasers, amended the terms of the New
Fortis Loan. In connection with the amendment of the New Fortis Loan, Fortis
agreed to waive all defaults under the loan and the Top Ships Purchasers: (i)
paid $1,000,000 towards repayment of the outstanding balance of the non-recourse
long-term debt related to the Top Ships Vessels, (ii) paid $2,000,000 towards
funding the operation of the Top Ships Vessels and (iii) agreed to pay up to
$1,000,000 towards funding the operation of the Top Ships Vessels or repayment
of the outstanding balance of the non-recourse long-term debt related to the Top
Ships Vessels upon the earlier of a sale of the M/T Faithful or expiration of
the M/T Faithful’s time charter, which expires in the second quarter
of 2010. Accordingly, management reclassified approximately $23,900,000 of the
current portion of the non-recourse long-term debt to non-current as of March
31, 2010.




On April
30, 2010, in connection with the amendment of the New Fortis Loan, ICON
Doubtless, LLC, ICON Spotless, LLC and Isomar Marine Company Limited extended
the term of their underlying time charters until November
2010.





Promissory
Note





On April
13, 2010, Cerion MPI made an unscheduled principal payment on the promissory
note in the amount of $6,703,856.





Recently
Adopted Accounting Pronouncements





There are
no recent accounting pronoucements that are expected to have a significant
impact on our consolidated financial statements as of March 31, 2010. See Note 2
to our consolidated financial statements for a discussion of accounting
pronouncements that we have recently adopted.





Other
Recent Events





Since the
onset of the recession in December 2007, the rate of payment defaults by
lessees, borrowers and other financial counterparties has generally risen
significantly. Our Manager continuously reviews and evaluates our transactions
to take such action as it deems necessary to mitigate any adverse developments
on our liquidity, cash flows or profitability, which may include agreeing to
restructure a transaction with one or more of our lessees, borrowers or other
financial counterparties. In the event of a restructuring of a transaction, our
Manager generally expects that the lessee, borrower and/or other financial
counterparty will ultimately be able to satisfy its obligations to us. As a
result thereof, our Manager has discussed and continues to discuss restructuring
options with some of our lessees, borrowers and other financial
counterparties.  In many instances, the transaction is not
restructured and continues as initially structured.  Nevertheless,
there can be no assurance that any future restructurings will not have an
adverse effect on our financial position, results of operations or cash
flows.  During the three months ended March 31, 2010, we have not
taken any impairment charges and there is no information that would cause our
Manager to take an impairment charge on any of our assets at this
time.







19
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Results
of Operations for the Three Months Ended March 31, 2010 (the “2010 Quarter”) and
2009 (the “2009 Quarter”)





Revenue
for the 2010 Quarter and the 2009 Quarter is summarized as follows:





Three Months Ended March
31,2010
            
            
            2009
            
            
            ChangeRental
      income
            
            $
            9,443,436
            
            
            $
            19,757,260
            
            
            $
            (10,313,824
            )Time
      charter revenue
            
            
            2,910,477
            
            
            
            -
            
            
            
            2,910,477Finance
      income
            
            
            514,622
            
            
            
            715,149
            
            
            
            (200,527
            )Income
      from investments in joint ventures
            
            
            318,585
            
            
            
            678,032
            
            
            
            (359,447
            )Net
      gain on sales of leased equipment
            
            
            -
            
            
            
            75,185
            
            
            
            (75,185
            )Interest
      and other income
            
            
            1,250,633
            
            
            
            799,645
            
            
            
            450,988Total
      revenue
            
            $
            14,437,753
            
            
            $
            22,025,271
            
            
            $
            (7,587,518
            )





Total
revenue for the 2010 Quarter decreased $7,587,518, or 34.4%, as compared to the
2009 Quarter. The decrease in total revenue was primarily due to decreases in
rental income, income from investments in joint ventures and finance income
during the 2010 Quarter. The decrease in rental income was the result of (i) our
Manager’s decision to put the leases with ICON Heuliez on a cash basis, (ii) the
sale of equipment previously on lease to W Forge Holdings, Inc. (“W Forge”),
(iii) the termination of the bareboat charters related to the Top Ships Vessels
in June 2009 (the “Bareboat Charter Termination”), (iv) the liquidation of our
investment in ICON Global Crossing, LLC (“ICON Global Crossing”), (v) the sale
of certain equipment on lease by ICON Global Crossing III, LLC (“ICON
Global Crossing III”), (vi) the restructured bareboat charters for the ZIM
Vessels, and (vii) the bankruptcy of Equipment Acquisition Resources, Inc.
(“EAR”), which took place during October 2009.  These factors
accounted for a cumulative decrease in rental income of approximately
$10,312,000 during the 2010 Quarter. The decrease in income from investments in
joint ventures was primarily due to a reduction in the income recorded by ICON
Northern Leasing, LLC, which will continue to decline as the investment matures,
and the bankruptcy of EAR, which took place in October 2009. The decrease in
finance income was primarily due to a reduction in the income recorded on our
finance leases by ICON Global Crossing III and ICON Global Crossing V, LLC,
which will continue to decline as the leases mature. The decrease in total
revenue was partially offset by increases in time charter revenue and interest
and other income. The increase in time charter revenue of approximately
$2,910,000 during the 2010 Quarter was due to our assumption of the underlying
time charters in connection with the Bareboat Charter Termination during June
2009.  Interest and other income increased primarily due to interest
income from our note receivable with Cerion MPI that was issued to us in
December 2009.





20
 Table of Contents








Expenses
for the 2010 Quarter and the 2009 Quarter are summarized as
follows:





Three Months Ended March
31,2010
            
            
            2009
            
            
            ChangeManagement
      fees - Manager
            
            $
            354,362
            
            
            $
            977,930
            
            
            $
            (623,568
            )Administrative
      expense reimbursements - Manager
            
            
            337,824
            
            
            
            549,204
            
            
            
            (211,380
            )General
      and administrative
            
            
            636,843
            
            
            
            577,239
            
            
            
            59,604Vessel
      operating expense
            
            
            3,037,100
            
            
            
            -
            
            
            
            3,037,100Interest
            
            
            2,112,587
            
            
            
            2,628,428
            
            
            
            (515,841
            )Depreciation
      and amortization
            
            
            10,472,445
            
            
            
            13,803,438
            
            
            
            (3,330,993
            )(Gain)
      loss on financial instruments
            
            
            (574,071
            )
            
            
            5,782
            
            
            
            (579,853
            )Total
      expenses
            
            $
            16,377,090
            
            
            $
            18,542,021
            
            
            $
            (2,164,931
            )





Total
expenses for the 2010 Quarter decreased $2,164,931, or 11.7%, as compared to the
2009 Quarter. The decrease in total expenses was primarily due to (i) a
decrease in depreciation and amortization expense as a result of the sale of our
interest in ICON Global Crossing, a  sale of certain equipment on
lease by ICON Global Crossing III and equipment previously on lease to W
Forge and the bankruptcy of EAR during October 2009, (ii) a decrease in
management fees – Manager due to our Manager’s suspension of its collection of a
portion of management fees from July 1, 2009 through January 31, 2010, (iii)
a decrease in administrative expense reimbursements – Manager, (iv) a
decrease in interest expense due to the continued repayment of our outstanding
non-recourse debt balance, and (v) the gain on financial instruments
recorded during the 2010 Quarter. These decreases were partially offset by
the increase in vessel operating expense as a result of our management of Top
Ships Vessels, which commenced in June 2009.





(Provision)
Benefit for Income Taxes





Certain
of our direct and indirect wholly-owned subsidiaries are unlimited liability
companies and are taxed as corporations under the laws of Canada. Other indirect
wholly-owned subsidiaries are taxed as corporations in Barbados. For the 2010
Quarter, the provision for income taxes was comprised of $1,339 in deferred
taxes.





Noncontrolling
Interests





Net
income attributable to noncontrolling interests for the 2010 Quarter decreased
$334,114 as compared to the 2009 Quarter due to the sale of our investment in
ICON Global Crossing during 2009.





Net
(Loss) Income Attributable to Fund Eleven





As a
result of the foregoing factors, net (loss) income attributable to us for the
2010 Quarter and the 2009 Quarter was ($2,168,021) and $2,533,675, respectively.
Net (loss) income attributable to us per weighted average additional share of
limited liability company interests outstanding (“Share”) for the 2010
Quarter and the 2009 Quarter was ($5.92) and $6.91, respectively.







21
 Table of Contents








Financial
Condition





This
section discusses the major balance sheet variances at March 31, 2010 compared
to December 31, 2009.





Total
Assets





Total
assets decreased $18,517,067, from $272,120,852 at December 31, 2009 to
$253,603,785 at March 31, 2010.  The decrease was primarily due
to (i) approximately $10,472,000 of continued depreciation and amortization of
our leased equipment and (ii) approximately $9,222,000 of cash distributions to
our members and noncontrolling interests during the 2010 Quarter.





Current
Assets





Current
assets decreased $9,088,385, from $34,711,095 at December 31, 2009 to
$25,622,710 at March 31, 2010.  The decrease was primarily due to
approximately $9,222,000 of cash distributions to our members and noncontrolling
interests during the 2010 Quarter.





Total
Liabilities





Total
liabilities decreased $6,733,959, from $128,538,345 at December 31, 2009 to
$121,804,386 at March 31, 2010. The decrease was primarily due to (i)
approximately $2,414,000 of scheduled repayments of our non-recourse debt, (ii)
approximately $2,260,000 in repayments under our revolving line of credit, (iii)
approximately $1,380,000  of accrued expenses and other liabilities, and
(iv) an approximately $589,000 decline in the fair value of our derivative
instruments.





Current
Liabilities





Current
liabilities decreased $28,145,521, from $57,202,845 at December 31, 2009 to
$29,057,324 at March 31, 2010. The decrease was primarily due to (i)
approximately $23,900,000 of the current portion of our non-recourse long-term
debt being reclassified to non-current liabilities due to our restructuring of
the New Fortis Loan, which cured the prior debt default, (ii) approximately
$2,260,000 in repayments under our revolving line of credit, (iii)
approximately $1,380,000 of accrued expense and other liabilities primarily
due to the payment of accrued vessel operating expenses for the operations of
the Top Ships Vessels, and (iv) an approximately $589,000 decline in the fair
value of our derivative instruments.





Equity





Equity
decreased $11,783,108, from $143,582,507 at December 31, 2009 to
$131,799,399 at March 31, 2010. The decrease was primarily due to (i) the net
loss recorded during the 2010 Quarter,  (ii) distributions to our
members and noncontrolling interests, and (iii) the unrealized loss recorded on
our currency translation adjustments. These decreases were partially offset by
the net decrease in the unrealized loss recorded on our derivative
instruments.







22
 Table of Contents








Liquidity and Capital
Resources





Summary





At March
31, 2010 and December 31, 2009, we had cash and cash equivalents of $10,202,294
and $18,615,323, respectively. On April 13, 2010, Cerion MPI made a
principal payment on the promissory note in the amount of $6,703,856. During our
operating period, our main source of cash has been from rental and finance lease
payments and our main use of cash has been in (i) investments in leasing and
other financing transactions, (ii) distributions to our members and
noncontrolling interests and (iii) repayment of our non-recourse long-term debt.
Our liquidity will vary in the future, increasing to the extent cash flows from
investments and proceeds from the sale of our investments exceed expenses and
decreasing as we enter into new investments, pay distributions to our members
and to the extent that expenses exceed cash flows from operations and the
proceeds from the sale of our investments.





We
currently have adequate cash balances and generate a sufficient amount of cash
flow from operations to meet our short-term working capital requirements. We
expect to generate sufficient cash flows from operations to sustain our working
capital requirements in the foreseeable future. In the event that our working
capital is not adequate to fund our short-term liquidity needs, we could borrow
against our revolving line of credit, with $29,300,000 available at March 31,
2010, to meet such requirements. For additional information, see Note 6 to our
consolidated financial statements.





We
anticipate that our liquidity requirements for the remaining life of the fund
will be financed by the expected results of our operations, as well as cash
received from our investments at maturity.





We
anticipate being able to meet our liquidity requirements into the foreseeable
future. However, our ability to generate cash in the future is subject to
general economic, financial, competitive, regulatory and other factors that
affect us and our lessees’ and borrowers’ businesses that are beyond our
control.





Pursuant
to the terms of our offering, we established a cash reserve in the amount of
0.5% of the gross offering proceeds. As of March 31, 2010, the cash reserve was
$1,825,993.




Cash
Flows




The
following table sets forth summary cash flow data:




Three Months Ended March
31,2010
            
            
            2009Net
      cash provided by (used in):Operating
      activities
            
            $
            2,165,188
            
            
            $
            14,329,161Investing
      activities
            
            
            1,347,523
            
            
            
            1,961,757Financing
      activities
            
            
            (11,909,849
            )
            
            
            (17,533,708
            )Effects
      of exchange rates on cash and cash equivalents
            
            
            (15,891
            )
            
            
            (39,977
            )Net
      decrease in cash and cash equivalents
            
            $
            (8,413,029
            )
            
            $
            (1,282,767
            )




Note:
See the Consolidated Statements of Cash Flows included in “Item 1. Consolidated
Financial Statements” of this Quarterly Report on Form 10-Q for additional
information.






23
 Table of Contents






Operating
Activities




Cash
provided by operating activities decreased $12,163,973, from $14,329,161 in the
2009 Quarter to $2,165,188 in the 2010 Quarter. The decrease was primarily due
to (i) the net loss recorded in the 2010 Quarter as compared to the net income
recorded in the 2009 Quarter and (ii) a decrease in payables, deferred revenue
and other current liabilities.





Investing
Activities




Cash
provided by investing activities decreased $614,234, from $1,961,757 in the 2009
Quarter to $1,347,523 in the 2010 Quarter. This decrease was primarily due to a
decline in the amount of proceeds we received from sales and leased equipment
and a decrease in the amount of distributions we received from our joint
ventures during the 2010 Quarter.





Financing
Activities




Cash used
in financing activities decreased $5,623,859, from $17,533,708 in the 2009
Quarter to $11,909,849 in the 2010 Quarter. The decrease was primarily related
to (i) a decrease in the repayments of our non-recourse long-term debt, and (ii)
a decrease in the distributions paid to noncontrolling interests that was offset
by an increase in the repayments of our revolving line of
credit.





Financings
and Borrowings





Non-Recourse
Long-Term Debt





We had
non-recourse long-term debt obligations at March 31, 2010 of $112,609,719. Most
of our non-recourse long-term debt obligations consist of notes payable in which
the lender has a security interest in the equipment and an assignment of the
rental payments under the lease, in which 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 long-term debt, the
equipment would be returned to the lender in extinguishment of the non-recourse
long-term debt.




Distributions





We, at
our Manager’s discretion, pay monthly distributions to our members and
noncontrolling interests starting with the first month after each member’s
admission and the commencement of our joint venture operations, respectively,
and we expect to continue to pay such distributions until the end of our
operating period. We paid distributions to our Manager, additional members and
noncontrolling interests of $83,377, $8,254,346 and $883,910, respectively, for
the 2010 Quarter.







24
 Table of Contents







Commitments
and Contingencies and Off-Balance Sheet Transactions





Commitments
and Contingencies





At March
31, 2010, we had non-recourse debt obligations. The lender has a security
interest in the majority of the equipment collateralizing each non-recourse
long-term debt instrument and an assignment of the rental payments under the
lease associated with the equipment. In such cases, the lender is being paid
directly by the lessee. If the lessee defaults on the lease, the equipment would
be returned to the lender in extinguishment of the non-recourse debt. At March
31, 2010, our outstanding non-recourse long-term indebtedness, inclusive of
certain accrued interest, was $112,609,719. We are a party to the Facility and
had no borrowings under the Facility at March 31, 2010.





The
Participating Funds have entered into a credit support agreement, pursuant to
which losses incurred by a Participating Fund with respect to any MWU subsidiary
are shared among the Participating Funds in proportion to their respective
capital investments. The term of the credit support agreement matches the term
of the schedules to the master lease agreement. No amounts were accrued at March
31, 2010 and our Manager cannot reasonably estimate at this time the maximum
potential amounts, if any, that may become payable under the credit support
agreement.





We have
entered into a remarketing agreement with a third party. In connection with this
agreement, residual proceeds received in excess of specific amounts will be
shared with this third party based on specific formulas. The obligation related
to this agreement is recorded at fair value.





Off-Balance
Sheet Transactions





None.







25
 Table of Contents





Item 3.  Quantitative and Qualitative Disclosures About
Market Risk





There are
no material changes to the disclosures related to this item since the filing of
our Annual Report on Form 10-K for the year ended December 31,
2009.





Item 4T. Controls and Procedures





Evaluation of disclosure controls
and procedures





In
connection with the preparation of this Quarterly Report on Form 10-Q for the
three months ended March 31, 2010, as well as the financial statements for our
Manager, our Manager carried out an evaluation, under the supervision and with
the participation of the management of our Manager, including its Co-Chief
Executive Officers and the Chief Financial 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, as amended. Based on the foregoing evaluation, the Co-Chief
Executive Officers and the Chief Financial Officer concluded that our Manager’s
disclosure controls and procedures were effective.





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.





Evaluation
of internal control over financial reporting





There
have been no changes in our internal control over financial reporting during the
three months ended March 31, 2010 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.






26
 Table of Contents


PART II - OTHER INFORMATION





Item 1.  Legal Proceedings





In the
ordinary course of conducting our business, we may be subject to certain claims,
suits and complaints filed against us.  In our Manager’s opinion, the
outcome of such matters, if any, will not have a material impact on our
consolidated financial position, cash flows or results of
operations.  We are not aware of any material legal proceedings that
are currently pending 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,
2009.





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





Our
Manager consented to our repurchase of 439 Shares during the 2010 Quarter.
The repurchase amounts are calculated according to a specified repurchase
formula pursuant to the LLC Agreement.  Repurchased Shares have
no voting rights and do not share in distributions with other
members. Our LLC Agreement limits the number of Shares that can be
repurchased in any one year and repurchased Shares may not be reissued. The
following table details our Share repurchases for the three months ended March
31, 2010:





Total
      Number of
            
            
            Average
      Price PaidPeriod
            
            Shares Repurchased
            
            
            Per ShareJanuary
      1, 2010 through January 31, 2010
            
            
            414
            
            
            $
            760.29February
      1, 2010 through February 28, 2010
            
            
            25
            
            
            $
            738.22March
      1, 2010 through March 31, 2010
            
            
            -
            
            
            $
            -Total
            
            
            439





Item 3.  Defaults Upon Senior Securities





Not
applicable.





Item 4.  (Removed and Reserved)





Item 5.  Other Information





Not
applicable.





27
 Table of Contents







Item 6. Exhibits





3.1
              Certificate
      of Formation of Registrant (Incorporated by reference to Exhibit 3.1 to
      Amendment No. 1 to the Registration Statement on Form S-1 filed with the
      SEC on February 15, 2005 (File No.
      333-121790)).4.1
              Amended and Restated Limited Liability Company
      Agreement of Registrant (Incorporated by reference to Exhibit 4.1 to
      Amendment No. 1 to the Registration Statement on Form S-1 filed with the
      SEC on June 29, 2006 (File No.
      333-133730)).4.2
              Amendment No. 1 to the Amended and Restated
      Limited Liability Company Agreement of Registrant (Incorporated by
      reference to Exhibit 4.3 to Registrant’s Quarterly Report on Form 10-Q for
      the quarterly period ended June 30, 2006, filed August 23,
      2006).10.1
              Commercial Loan Agreement, dated as of August 31,
      2005, by and among California Bank & Trust and ICON Income Fund Eight
      B L.P., ICON Income Fund Nine, LLC, ICON Income Fund Ten, LLC and ICON
      Leasing Fund Eleven, LLC (Incorporated by reference to Exhibit 10.1 to
      Registrant’s Current Report on Form 8-K dated August 31,
      2005).10.2
              Loan Modification Agreement, dated as of December
      26, 2006, between California Bank & Trust and ICON Income Fund Eight B
      L.P., ICON Income Fund Nine, LLC, ICON Income Fund Ten, LLC and ICON
      Leasing Fund Eleven, LLC (Incorporated by reference to Exhibit 10.1 to
      Registrant’s Current Report on Form 8-K dated December 26,
      2006).10.3
              Loan Modification Agreement, dated as of June 20,
      2007, between California Bank & Trust, ICON Income Fund Eight B L.P.,
      ICON Income Fund Nine, LLC, ICON Income Fund Ten, LLC, ICON Leasing Fund
      Eleven, LLC and ICON Leasing Fund Twelve, LLC (Incorporated by reference
      to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the
      quarterly period ended September 30, 2009, filed November 16,
      2009).10.4
              Third Loan Modification Agreement, dated as of May
      1, 2008, between California Bank & Trust, ICON Income Fund Eight B
      L.P., ICON Income Fund Nine, LLC, ICON Income Fund Ten, LLC, ICONLeasingFund Eleven, LLC and ICON Leasing Fund Twelve,
      LLC (Incorporated by reference to Exhibit 10.3 to Registrant’s Quarterly
      Report on Form 10-Q for the quarterly period ended March 31, 2008, filed
      June 6, 2008).10.5
              Fourth Loan Modification Agreement, dated as of
      August 12, 2009, between California Bank & Trust, ICON Income Fund
      Eight B L.P., ICON Income Fund Nine, LLC, ICON Income FundTen, LLC, ICON Leasing Fund Eleven, LLC, ICON Leasing
      Fund Twelve, LLC and ICON Equipment and Corporate Infrastructure Fund
      Fourteen, L.P. (Incorporated by reference to Exhibit 10.4 to Registrant’s
      Quarterly Report on Form 10-Q for the quarterly period ended June 30,
      2009, filed August 14, 2009).31.1
              Rule
      13a-14(a)/15d-14(a) Certification of Co-Chief Executive
      Officer.31.2
              Rule
      13a-14(a)/15d-14(a) Certification of Co-Chief Executive
      Officer.31.3
              Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
    Officer.32.1
              Certification
      of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.32.2
              Certification
      of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906
      of the Sarbanes-Oxley Act of 2002.32.3
              Certification
      of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906
      of the Sarbanes-Oxley Act of
2002.




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 Table of Contents







SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
 ICON
Leasing Fund Eleven, LLC
 (Registrant)
 
 By: ICON
Capital Corp.
 (Manager
of the Registrant)
 
 May 14,
2010
 By:
      /s/ Michael A.
      ReisnerMichael
      A. ReisnerCo-Chief
      Executive Officer and Co-President
                  (Co-Principal
      Executive Officer)
 May 14,
2010
 By:
      /s/ Mark
      GattoMark
      GattoCo-Chief
      Executive Officer and Co-President
                  (Co-Principal
      Executive Officer)
 May 14,
2010
 
 By:
      /s/ Anthony J.
      BrancaAnthony
      J. BrancaChief
      Financial Officer
                (Principal
      Accounting and Financial
Officer)






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