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,   2006
                                                           ---------------------

[ ] 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         (IRS Employer Identification Number)
incorporation or organization)

 100 Fifth Avenue, 4th Floor, New York, New York           10011-1505
--------------------------------------------------------------------------------
 (Address of principal executive offices)                  (Zip code)

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [x] Yes [ ] No

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer or a  non-accelerated  filer.  See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the  Exchange  Act.  Large
accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [x]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [ ] Yes [x] No

Number of outstanding  limited liability company shares of the registrant on May
1, 2006 is 168,063.

<PAGE>

<TABLE>
<CAPTION>

                          ICON Leasing Fund Eleven, LLC
                                Table of Contents

PART I - FINANCIAL INFORMATION                                                    Page

     Item 1.  Condensed Consolidated Financial Statements

<S>                                                                               <C>
         Condensed Consolidated Balance Sheets at March 31, 2006 (Unaudited)
           and December 31, 2005                                                    1

         Condensed Consolidated Statement of Operations for the Three Months
           ended March 31, 2006 (Unaudited)                                         3

         Condensed Consolidated Statement of Changes in Members' Equity for the
           Three Months ended March 31, 2006 (Unaudited)                            4

         Condensed Consolidated Statements of Cash Flows for the Three Months
           ended March 31, 2006 (Unaudited)                                         5

         Notes to Condensed Consolidated Financial Statements (Unaudited)           7

     Item 2. Manager's Discussion and Analysis of Financial Condition and
              Results of Operations                                                18

     Item 3. Quantitative and Qualitative Disclosures About Market Risk            22

     Item 4. Controls and Procedures                                               22

PART II - OTHER INFORMATION

     Item 1. Legal Proceedings                                                     23

     Item 1A.   Risk Factors                                                       23

     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds           24

     Item 3. Defaults Upon Senior Securities                                       24

     Item 4. Submission of Matters to a Vote of Security Holders                   24

     Item 5. Other Information                                                     24

     Item 6. Exhibits                                                              24

     Signatures                                                                    25

</TABLE>

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements


                         ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                      Condensed Consolidated Balance Sheets

                                     ASSETS


                                                    (Unaudited)
                                                      March 31,     December 31,
                                                        2006           2005
                                                  -------------   -------------
 Cash and cash equivalents                        $  58,983,196   $  71,449,920
                                                  -------------   -------------

 Investments in finance leases:
  Minimum rents receivable                           45,633,312              -
  Estimated unguaranteed residual values              3,660,241              -
  Initial direct costs, net                           1,146,225              -
  Unearned income                                    (4,954,343)             -
                                                  -------------   -------------

 Net investments in finance leases                   45,485,435              -
                                                  -------------   -------------

 Investments in operating leases:
  Equipment, at cost                                 96,958,879              -
  Accumulated depeciation                            (3,362,941)             -
                                                  -------------   -------------

 Net investments in operating leases                 93,595,938              -
                                                  -------------   -------------

 Restricted cash                                      1,313,185         909,185
 Equipment held for sale or lease                    26,141,278              -
 Investments in joint ventures                        9,782,836      16,084,960
 Rents receivable, net of allowance
  for doubtful accounts                               3,977,712              -
 Miscellaneous receivables                            4,544,463              -
 Other assets, net                                    1,944,129       3,257,636
                                                  -------------   -------------

      Total assets                                $ 245,768,172   $  91,701,701
                                                  =============   =============

See accompanying notes to condensed consolidated financial statements.

                                       1
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                      Condensed Consolidated Balance Sheets

                         LIABILITIES AND MEMBERS' EQUITY

<TABLE>
<CAPTION>
                                                    (Unaudited)
                                                      March 31,        December 31,
                                                       2006                2005
                                                  ---------------     ------------
<S>                                               <C>                 <C>
 Notes payable - non-recourse                     $    80,400,174     $         -
 Accounts payable and other liabilities                 7,437,949          844,058
 Deferred rental income                                 5,543,801               -
 Leasing payables                                      12,394,638               -
 Due to Manager and affiliates, net                       823,509          602,377
 Minority interest                                      9,742,684               -
                                                  ---------------     ------------

      Total liabilities                               116,342,755        1,446,435
                                                  ---------------     ------------

 Commitments and contingencies

 Members' equity:
  Manager (one share outstanding,
    $1,000 per share original issue price)                (48,986)         (28,876)
  Additional Members (152,999 and 107,099 shares
    outstanding, $1,000 per share original
      issue price)                                    128,945,928       90,318,028
  Accumulated other comprehensive income (loss)           528,475          (33,886)
                                                  ---------------     ------------

      Total members' equity                           129,425,417       90,255,266
                                                  ---------------     ------------

 Total liabilities and members' equity            $   245,768,172     $ 91,701,701
                                                  ===============     ============

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       2
<PAGE>

                         ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                 Condensed Consolidated Statement of Operations
                        Three Months Ended March 31, 2006
                                   (Unaudited)

 Revenue:
  Rental income                                  $      3,819,796
  Finance income                                          397,133
  Income from investments in joint ventures               263,110
  Net gain on sales of equipment                          103,972
  Interest and other income                               754,007
                                                  ---------------

  Total revenue                                         5,338,018
                                                  ---------------

 Expenses:
  Depreciation                                          3,067,753
  Interest                                                344,531
  Bad debt expense                                         70,015
  Management Fees - Manager                               172,513
  Administrative expense reimbursements -
    Manager and affiliates                                910,553
  General and administrative                              131,846
  Amortization                                             24,479
                                                  ---------------

  Total expenses                                        4,721,690
                                                  ---------------

 Net income                                       $       616,328
                                                  ===============

 Net income allocable to:
  Additional Members                              $       610,165
  Manager                                                   6,163
                                                  ---------------

                                                  $       616,328
                                                  ===============

 Weighted average number of additional
  member shares outstanding                               128,818
                                                  ===============

 Net income per weighted average
  additional member share                         $          4.74
                                                  ===============


See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>


                         ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
         Condensed Consolidated Statement of Changes in Members' Equity
                        Three Months Ended March 31, 2006
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                Accumulated
                                                                                                  Other
                                              Additional         Additional        Managing    Comprehensive
                                            Member Shares         Members          Member     (Loss) Income       Total
                                            -------------     ------------     ------------   ------------   -------------

<S>                                              <C>          <C>              <C>            <C>            <C>
Balance, January 1, 2006                          107,099     $ 90,318,028     $    (28,876)  $    (33,886)  $  90,255,266
 Proceeds from issuance of additional
     members shares                                45,900       45,900,371                -             -       45,900,371
 Sales and offering expenses                           -        (5,277,323)               -             -       (5,277,323)
 Cash distributions to members                         -        (2,605,313)         (26,273)            -       (2,631,586)
 Change in valuation of warrants
     held by investee                                  -                -                 -      1,188,119       1,188,119
 Foreign exchange translation adjustments
     of investee                                       -                -                 -       (625,758)       (625,758)
 Net income                                            -           610,165            6,163             -          616,328
                                            -------------     ------------     ------------   ------------   -------------

 Balance, March 31, 2006                          152,999     $128,945,928     $    (48,986)  $    528,475   $ 129,425,417
                                            =============     ============     =============  ============   =============

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>


                         ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                 Condensed Consolidated Statement of Cash Flows
                        Three Months Ended March 31, 2006
                                   (Unaudited)

 Cash flows from operating activities:
      Net income                                                 $      616,328
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Rental income paid directly to lenders by lessees               (260,665)
       Interest expense on non-recourse financing paid directly
          to lenders by lessees                                          34,040
       Finance income paid directly to lenders by lessees               (19,838)
       Depreciation and amortization                                  3,092,232
       Bad debt expense                                                  70,015
       Income from investment in joint ventures                        (263,110)
       Net gain on sales of equipment                                  (103,972)
      Changes in operating assets and liabilities:
       Collection of principal - non-financed receivables               540,008
       Rents receivable                                               1,372,103
       Other assets, net                                             (1,192,981)
       Accounts payable and accrued expenses                          5,021,223
       Due to Manager and affiliates, net                              (206,146)
                                                                 --------------

 Net cash provided by operating activities                            8,699,237
                                                                 --------------


 Cash flows from investing activities:
  Investments in leased assets                                      (56,484,185)
  Proceeds from sales of equipment                                      706,003
  Restricted cash deposits                                             (404,000)
  Cash acquired in investment in joint venture                            1,602
  Investments in joint ventures                                      (4,599,984)
  Distributions received from joint ventures                            135,080
                                                                 --------------

 Net cash used in investing activities                              (60,645,484)
                                                                 --------------

 Cash flows from financing activities:
  Proceeds from notes payable -  non-recourse                         4,063,618
  Repayments of notes payable -  non-recourse                        (1,929,519)
  Issuance of additional member shares, net of sales
    and offering expenses paid                                       40,623,048
  Due to Manager and affiliates, net                                     81,000
  Cash distributions to members                                      (2,631,586)
                                                                 --------------

 Net cash provided by financing activities                           40,206,561
                                                                 --------------

 Effects of exchange rates on cash and cash equivalents                (727,038)
                                                                 --------------

 Net decrease in cash and cash equivalents                          (12,466,724)
 Cash and cash equivalents, beginning of the period                  71,449,920
                                                                 --------------

 Cash and cash equivalents, end of the period                    $   58,983,196
                                                                 ==============


See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>


                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                 Condensed Consolidated Statements of Cash Flows
                        Three Months Ended March 31, 2006
                                   (Unaudited)

<TABLE>
<CAPTION>

 Supplemental disclosure of cash flow information:
<S>                                                                               <C>
      Cash paid during the period for interest                                    $    310,491
                                                                                  ============
 Supplemental disclosure of non-cash investing and financing activities:
      Non-cash portion of equipment purchased through non-recourse debt           $ 82,576,156
                                                                                  ============
      Principal and interest paid on non-recourse notes payable
         directly to lenders by lessees                                           $    506,959
                                                                                  ============
      Transfer from other assets to investments in leased assets                  $  2,828,287
                                                                                  ============

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       6
<PAGE>


                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)

(1)      Basis of Presentation and Consolidation

     The  accompanying  condensed  consolidated  financial  statements  of  ICON
Leasing  Fund  Eleven,  LLC (the "LLC") have been  prepared in  accordance  with
accounting  principles  generally  accepted in the United  States of America for
interim  financial  information and pursuant to the rules and regulations of the
Securities  and  Exchange  Commission  for Form 10-Q.  Accordingly,  they do not
include all of the information and footnotes  required by accounting  principles
generally  accepted  in the United  States of  America  for  complete  financial
statements.  In the opinion of the Manager, all adjustments  (consisting only of
normal recurring  accruals)  considered  necessary for a fair  presentation have
been included.  These condensed consolidated financial statements should be read
together with the  consolidated  financial  statements and notes included in the
LLC's 2005 Annual  Report on Form 10-K.  The results for the interim  period are
not necessarily indicative of the results for the full year.

     The condensed consolidated financial statements include the accounts of the
LLC  and  its  majority  owned  subsidiaries.   All  intercompany  accounts  and
transactions have been eliminated in consolidation.

     The LLC accounts for its  noncontrolling  interests in joint ventures where
the LLC has influence on financial and operational  matters,  generally  greater
than 5% and less  than 50%  ownership  interest,  under  the  equity  method  of
accounting.  In such cases, the LLC's original  investments are recorded at cost
and  adjusted  for its share of  earnings,  losses  and  distributions.  The LLC
accounts  for  investments  in joint  ventures  where the LLC has  virtually  no
influence  over  financial  and  operational  matters  using the cost  method of
accounting.  In such cases, the LLC's original  investments are recorded at cost
and reduced for  distributions.  All of the LLC's  investments in joint ventures
are subject to its impairment review policies.

     In joint ventures  where the LLC's  ownership  interest is majority  owned,
minority  interest  represents the minority owner's  proportionate  share of its
equity in the joint venture.  The minority interest is adjusted for the minority
owner's share of the earnings, losses and distributions of the joint venture.

(2)    Organization

     The LLC was  formed on  December  2, 2004 as a Delaware  limited  liability
company and commenced  operations on May 6, 2005 when the LLC admitted its first
additional members.  The LLC is engaged in one business segment, the business of
purchasing  equipment  and  leasing it to  third-party  end users.  The LLC will
continue until December 31, 2024, unless terminated sooner.

     The Manager of the LLC is ICON Capital Corp. (the "Manager"), a Connecticut
corporation.  The  Manager  manages and  controls  the LLC's  business  affairs,
including,  but not limited to, the equipment leases and financing  transactions
under the terms of the Limited  Liability  Company  Agreement  with the LLC (the
"LLC Agreement").  Additionally,  the Manager has a 1% ownership interest in the
LLC.

     The LLC is currently in its offering period,  which began in April 2005 and
is anticipated to end during April 2007. The initial  capitalization  of the LLC
was $2,000 on December 17, 2004,  which consisted of $1,000 from the Manager and
$1,000 for a single share from an officer of the Manager.  The LLC  subsequently
refunded the $1,000 for the share to the officer of the Manager.

                                       7
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)

(2)    Organization - continued

     The LLC  originally  intended  to offer up to  $200,000,000  of  capital to
members.  On March 8, 2006,  the LLC  commenced  a consent  solicitation  of its
members to amend and restate the LLC  Agreement in order to increase the maximum
offering  amount  from up to  $200,000,000  to up to  $375,000,000.  The consent
solicitation  was  completed  on April  21,  2006  with the  requisite  consents
received  from its  members,  and the LLC  executed the Amended and Restated LLC
Agreement  (the  "Amended  LLC  Agreement").  The LLC  filed a new  registration
statement  for up to an  additional  $175,000,000  of  member  shares  with  the
Securities and Exchange Commission on May 2, 2006.

     The LLC had its initial closing on May 6, 2005 (Commencement of Operations)
with the initial sale of member shares.  Through December 31, 2005, the LLC sold
107,099 member shares, representing $107,098,773 of capital contributions.  From
January 1, 2006 through March 31, 2006, the LLC sold an additional 45,900 member
shares,  representing  $45,900,371 of capital contributions.  Beginning with the
Commencement of Operations,  the LLC has been paying sales commissions  incurred
to third parties and various fees to the Manager and ICON  Securities  Corp.,  a
wholly-owned subsidiary of the Manager. These sales commissions and fees paid to
the Manager and its affiliate are recorded as a reduction to the LLC's equity.

     Members'   capital   accounts  are  increased  for  their  initial  capital
contribution  plus  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
received cash distributions and liquidation  proceeds sufficient to reduce their
adjusted capital contribution account to zero and received,  in addition,  other
distributions  and  allocations  which would provide an 8% per annum  cumulative
return on their outstanding  adjusted capital contribution  account.  After such
time, the distributions  will be allocated 90% to the additional members and 10%
to the Manager.

(3)    Summary of Significant Accounting Policies

Investment in Operating Leases

     Investments  in  operating  leases  are  stated  at cost  less  accumulated
depreciation. Depreciation is being provided using the straight-line method over
the term of the related equipment lease to its estimated residual value at lease
end.  Upon  the  final  disposition  of the  equipment,  the  cost  and  related
accumulated depreciation are removed from the accounts and the resulting gain or
loss is reflected in the consolidated statement of operations.

Equipment Held for Sale or Lease

     Equipment held for sale or lease includes  equipment  recently purchased on
behalf of a lessee  for which the lease term has not yet  commenced,  as well as
equipment  previously  leased to end users  which has been  returned  to the LLC
following lease expiration.  Equipment held for sale or lease is recorded at the
lower of cost or estimated fair market value, less anticipated costs to sell.

                                       8
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)

(3)    Summary of Significant Accounting Policies - continued

Revenue Recognition

     The LLC leases  equipment  to third  parties,  which may be  classified  as
either finance leases or operating leases, as determined based upon the terms of
each lease.  Initial direct costs are capitalized and amortized over the term of
the related lease for finance leases.  For operating leases,  the initial direct
costs are included as a component of the cost of the equipment and depreciated.

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

     Revenues from operating leases are recognized on a straight line basis over
the  lives  of the  related  leases.  Billed  and  uncollected  operating  lease
receivables are included in rents receivable.  Deferred income is the difference
between the timing of the cash payments and the income  recognized on a straight
line basis.

Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally  accepted  in the United  States of America  requires  the
Manager to make estimates and  assumptions  that affect the reported  amounts of
assets and liabilities  and the disclosure of contingent  assets and liabilities
as of the date of the financial  statements and the reported amounts of revenues
and  expenses  during the  reporting  period.  Significant  estimates  primarily
include the allowance for doubtful  accounts and  unguaranteed  residual values.
Actual results could differ from those estimates.

(4)    Joint Ventures

     The joint venture described below is consolidated by the LLC.

ICON Global Crossing, LLC

     On November  17,  2005,  the LLC,  along with two of its  affiliates,  ICON
Income Fund Eight A L.P. and ICON Income Fund Ten, LLC ("Fund Ten"), formed ICON
Global Crossing, LLC ("ICON Global Crossing"), with original ownership interests
of 44%, 12% and 44%, respectively.  The total capital contributions made to ICON
Global Crossing were $17,397,940,  of which the LLC's share was $7,695,494. ICON
Global Crossing purchased state-of-the-art telecommunications equipment on lease
to Global Crossing  Telecommunications,  Inc. ("Global Crossing").  On March 31,
2006, the LLC made an additional capital contribution to ICON Global Crossing of
$7,733,176,  which changed the ownership interests to approximately  61.4%, 8.0%
and 30.6%, respectively.  Accordingly, the LLC consolidated the balance sheet of
ICON  Global  Crossing  at March 31,  2006 and will  consolidate  its results of
operations beginning April 1, 2006.

                                       9
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)

(4)    Joint Ventures - continued

     During   February   and  March  2006,   ICON  Global   Crossing   purchased
approximately  $22,113,000  of equipment  (including  approximately  $157,000 in
legal  fees) on  lease to  Global  Crossing  and  during  April  2006  purchased
approximately  $3,165,000 of additional equipment on lease with Global Crossing.
The base lease term for the  equipment  purchased is for 48 months  beginning on
April 1, 2006.

     The two joint ventures  described below are not consolidated by the LLC and
are accounted for under the equity method.

ICON AEROTV, LLC

     On December 22, 2005, the LLC and Fund Ten formed ICON AEROTV, LLC ("AEROTV
LLC"),  and  each  contributed  approximately  $2,776,000  for a  50%  ownership
interest.  During February 2006, AEROTV LLC purchased  approximately $794,000 of
equipment on lease to AeroTV Ltd. with a lease term that expires on November 30,
2007.  During  March  2006,  AEROTV  LLC  purchased  approximately  $192,000  of
additional  equipment on lease to AeroTV Ltd.  with a lease term that expires on
June 30, 2008. AeroTV Ltd., which is based in the United Kingdom,  is a provider
of on board digital audio/visual systems for airlines, rail and coach operators.
At  March  31,  2006  the LLC paid  $83,630  in  acquisition  fees,  which  were
capitalized to other assets and will be amortized over the  corresponding  lease
terms.

ICON EAM, LLC

     On November 9, 2005, the LLC and Fund Ten formed ICON EAM, LLC ("EAM LLC"),
and  each  contributed  approximately  $5,618,000  in cash  for a 50%  ownership
interest.  EAM LLC will purchase  industrial  gas meters and  accompanying  data
gathering  equipment,  which will be  subject  to a lease  with EAM Assets  Ltd.
("Assets  Ltd.")  which  expires in 2013.  Assets Ltd. is a meter asset  manager
whose business is maintaining  industrial gas meters in the United  Kingdom.  At
March 31, 2006, the cash  contributions  were held in an escrow account  pending
the equipment purchase.

     On March 9, 2006, in accordance  with the lease agreement with Assets Ltd.,
the  shareholders  of Energy Asset  Management plc, the parent company of Assets
Ltd.,  approved the issuance of warrants to EAM LLC to acquire  7,403,051 shares
of Energy  Asset  Management  plc's  stock.  On March 9, 2006,  the  Manager had
estimated the value of the warrants to be zero since, among other things, Energy
Asset  Management  plc was privately held with no current market for its shares.
Energy Asset  Management  plc  subsequently  completed a  reverse-merger  with a
United Kingdom public company. The warrants are exercisable for five years after
issuance  and  have a strike  price of  GBP1.50.  EAM LLC has  classified  these
warrants as available for sale  securities and any  unrealized  gains and losses
during  the period  are  reflected  in other  comprehensive  income,  which is a
component of members'  equity of EAM LLC.  Realized  gains and losses during the
year are  reflected in the  statement  of  operations.  At March 31,  2006,  the
Manager has determined,  based upon the Black-Scholes Option Pricing Model, that
the fair value of these warrants is  approximately  $2,375,000.  The assumptions
used for the  Black-Scholes  Option Pricing Model were as follows:  strike price
GBP1.50,  share  price  GBP1.35,  estimated  holding  period  of  two  years,  a
volatility of 25.0%, and the risk free interest rate of 5.0%. At March 31, 2006,
the LLC recorded  approximately  $1,188,000,  which represents its proportionate
fair value of the warrants,  which is included in  investments in joint ventures
and members' equity in the accompanying condensed consolidated balance sheets.

                                       10
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)

(5)    Acquisition of Leasing Portfolio

     On  January  12,  2006,  the  Board  of  Directors  of  Clearlink   Capital
Corporation  ("Clearlink"),  a Canadian  corporation,  approved  the sale to the
Manager and ICON Canada,  Inc.,  an affiliate of the Manager,  of  approximately
1,100  equipment  leases  (the  "Leasing  Portfolio")  and other  assets and the
assumption of various liabilities. The sale was effective March 1, 2006.

     Simultaneously  with the sale, the LLC acquired the Leasing  Portfolio from
the  Manager  and  ICON  Canada,   Inc.  for  approximately   $144,591,000  (CAD
$166,000,000),  which included a cash payment of  approximately  $49,361,000 and
the assumption of non-recourse debt and other assets and liabilities  related to
the Leasing  Portfolio  of  approximately  $95,230,000.  The Manager was paid an
acquisition fee of approximately $4,400,000 in connection with this transaction.

     The Leasing Portfolio is comprised primarily of information  technology and
technology-related  equipment  leased  in both  the  United  States  of  America
(approximately  20  separate  lessees)  and Canada  (approximately  90  separate
lessees).  Any other types of equipment in the Leasing  Portfolio are considered
immaterial to these consolidated financial statements. The Leasing Portfolio had
an average  remaining lease term of approximately  18 months at acquisition.  At
March 31, 2006, the Leasing  Portfolio  consisted of  approximately  360 finance
leases with approximately 90 lessees and approximately 750 operating leases with
approximately 40 lessees.

     The LLC's  results of  operations  include  the  activities  of the Leasing
Portfolio from March 1, 2006.

     Non-cancelable  annual minimum rents receivable due from the finance leases
in the Leasing Portfolio are as follows at March 31, 2006:


                       Year Ending
                         March 31,
                        ---------


                         2007            $ 20,468,523
                         2008              14,279,128
                         2009               8,207,552
                         2010               2,223,501
                         2011                 367,618
                        Thereafter             86,990
                                         ------------

                                         $ 45,633,312
                                         ============


     Non-cancelable  annual  minimum  rents  receivable  due from the  operating
leases in the Leasing Portfolio are as follows at March 31, 2006:

                                       11
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)

(5)    Acquisition of Leasing Portfolio - continued

                        Year Ending
                         March 31,
                        ----------

                         2007            $   32,511,017
                         2008                17,576,503
                         2009                 4,352,332
                         2010                   462,733
                         2011                    25,461
                                         --------------

                                         $   54,928,046
                                         ==============


     As part of the Leasing  Portfolio  acquisition,  the LLC accrued a Canadian
provincial  tax of  approximately  $4,544,000  and at March  31,  2006,  the LLC
recorded  a  receivable  of  approximately  $4,544,000,  which  is  included  in
miscellaneous  receivables on the condensed  consolidated balance sheet. The LLC
was refunded this amount during May 2006.

     As  part  of  the  Leasing  Portfolio,   the  LLC  acquired   approximately
$26,141,000 of equipment held for sale or lease.  Of this amount,  approximately
$19,674,000  relates to one lease which was acquired effective April 1, 2006 and
is  classified  as a finance  lease.  The LLC will be  receiving  annual  rental
payments on this lease of  approximately  $2,200,000  through  August 31,  2015.
Additionally, the LLC assumed liabilities related to this lease of approximately
$12,395,000, which is included in leasing payables in the accompanying condensed
consolidated  balance  sheet.  These  liabilities  will be paid in equal monthly
installments of approximately $111,000 through August 2015.

     The LLC also has non-recourse debt which was assumed as part of the Leasing
Portfolio  acquisition.  The non-recourse debt accrues interest at rates ranging
from  4.75% per year to 8.05% per year and  matures  at  various  dates  through
January  2012. A significant  portion of the Leasing  Portfolio is financed with
non-recourse debt. The rental payments received from the lessees generally match
the repayment terms of the related non-recourse debt and the leased equipment is
generally pledged as collateral  against the non-recourse  debt. The outstanding
balance of the  non-recourse  debt at March 31, 2006 was  $80,400,174,  of which
$41,523,060 will be repaid in Canadian dollars.

     The aggregate  maturities of non-recourse  debt consist of the following at
March 31, 2006:


                     Year Ending
                       March 31,
                      -----------

                         2007                  $ 42,046,163
                         2008                    25,195,340
                         2009                     9,354,267
                         2010                     2,484,463
                         2011                     1,250,601
                        Thereafter                   69,340
                                               ------------

                                               $ 80,400,174
                                               ============

                                       12
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)

(6)    Accounts Payable and Other Liabilities

     At March 31, 2006, the LLC had approximately $7,438,000 of accounts payable
and  other  liabilities,   which  included  approximately  $1,745,000  of  trade
payables,  approximately  $1,149,000 of professional fees incurred in connection
with the  acquisition  of the Leasing  Portfolio  and  approximately  $4,544,000
accrued for Canadian provincial tax, which was paid during April 2006.

(7)    Revolving Loan Facility

     On August 31,  2005,  the LLC,  together  with  certain  of its  affiliates
(entities  sponsored  and  organized by the  Manager),  ICON Income Fund Eight B
L.P., ICON Income Fund Nine, LLC, and Fund Ten  (collectively,  the "Borrowers")
entered into a Commercial Loan Agreement (the "Agreement"), with California Bank
& Trust (the "Lender"). The Agreement provides for a revolving line of credit of
up to  $17,000,000  pursuant to a senior  secured  revolving  loan facility (the
"Facility") which is secured by certain collateral of the Borrowers,  as defined
in the Agreement.  Each of the Borrowers is jointly and severally liable for all
amounts borrowed under the Facility.

     In accordance with the terms and conditions of the Agreement, the Borrowers
are required to comply with certain financial  covenants,  including,  a minimum
debt  coverage  ratio,  a tangible net worth  covenant,  a leverage  ratio and a
minimum liquidity covenant. The Borrowers are in compliance with these covenants
at March 31, 2006.  The  Agreement  prohibits the  Borrowers  from  declaring or
paying  any  distributions  to  investors  if such a  payment  would  cause  the
Borrowers to become non-compliant with the financial covenants in the Agreement.

     In addition,  on August 31, 2005, the Borrowers entered into a Contribution
Agreement (the "Contribution  Agreement"),  pursuant to which the Borrowers have
agreed to certain  restrictions  on the  amounts  and terms of their  respective
borrowings  under the  Facility  in order to  minimize  the risk that a Borrower
would be unable to repay its portion of the  outstanding  obligations  under the
Facility  at any time.  These  restrictions  include,  but are not  limited  to,
borrowing  in  excess  of the  lesser  of  (a) an  amount  each  Borrower  could
reasonably  expect to repay in one year from its projected cash flow, or (b) the
greater of (i) the borrowing  base, as defined in the  Agreement,  as applied to
such Borrowers and (ii) 50% of the net worth of such Borrower.  The Contribution
Agreement  also provides  that, in the event a Borrower pays an amount under the
Contribution Agreement in excess of its share of the total obligations under the
Facility,  whether  by reason of an event of  default  or  otherwise,  the other
Borrowers will immediately  make a contribution  payment to such Borrower and in
such  amount  that the  aggregate  amount  paid by each  Borrower  reflects  its
allocable share of the aggregate obligations under the Facility.  The Borrowers'
obligations to each other under the Contribution Agreement are collateralized by
a subordinate lien on the assets of each Borrower.

     Under the terms of the Agreement,  the Borrowers are required to maintain a
cash reserve with the Lender  representing 20% of all outstanding  advances plus
all pending  advances.  The LLC has established an interest bearing cash account
with the Lender  totaling  $1,313,185  at March 31, 2006,  which  satisfies  the
Lender's cash reserve requirement for all of the Borrowers.

     At March 31, 2006, aggregate borrowings by all Borrowers under the Facility
amounted to $6,565,927, of which the LLC currently has no amount outstanding.

                                       13
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)


(8)    Comprehensive Income

           Comprehensive income consists of the following:


                                                            Three Months Ended
                                                              March 31, 2006
                                                              --------------

 Net income                                                  $      616,328

 Other comprehensive income (loss):
   Change in valuation of warrants held by investee               1,188,119
   Foreign currency translation adjustment                         (625,758)
                                                             --------------

 Comprehensive income                                        $    1,178,689
                                                             ==============


(9)    Transactions with Related Parties

     The LLC has  entered  into  certain  agreements  with its  Manager and ICON
Securities Corp., a wholly-owned subsidiary of the Manager, whereby the LLC pays
certain fees and  reimbursements  to these  parties.  The Manager is entitled to
receive 3.5% on capital raised up to $50,000,000, 2.5% of capital raised between
$50,000,001 to $100,000,000 and 1.5% of capital raised over  $100,000,000.  ICON
Securities  Corp.  is entitled to receive a 2%  underwriting  fee from the gross
proceeds from sales of shares to the additional members.

     In accordance with the terms of these agreements,  the LLC pays or paid the
Manager (i)  management  fees ranging from 1% to 7% based on a percentage of the
rentals  recognized either directly by the LLC or through its joint ventures and
(ii) acquisition  fees,  through the end of the operating  period,  of 3% of the
gross value of the LLC's acquisition  transactions.  In addition, the Manager is
reimbursed for  administrative  expenses  incurred in connection  with the LLC's
operations.  The Manager has assigned its rights and  obligations to provide the
LLC with  administrative  services and collect  reimbursement for those services
relating to the Leasing Portfolio to a Canadian  affiliate,  ICON Funding,  ULC,
pursuant to a management agreement between the Manager and ICON Funding, ULC.

     The Manager  performs  certain  services  relating to the management of the
LLC's  equipment  leasing  activities.  Such services  include the collection of
lease  payments  from the  lessees  of the  equipment,  re-leasing  services  in
connection  with  equipment  which is off-lease,  inspections  of the equipment,
liaison with and general  supervision of lessees to assure that the equipment is
being properly operated and maintained, monitoring performance by the lessees of
their obligations under the leases and the payment of operating expenses.

     Administrative  expense reimbursements are costs incurred by the Manager or
its  affiliates and are necessary to the LLC's  operations.  These costs include
the  Manager's  and  affiliates  legal,   accounting,   investor  relations  and
operations  personnel,  as well as,  professional  fees and other costs that are
charged to the LLC based upon the percentage of time such personnel  dedicate to
the LLC.  Excluded  are salary and  related  costs,  travel  expenses  and other
administrative  costs incurred by individuals with a controlling interest in the
Manager.

                                       14
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)

(9)    Transactions with Related Parties - continued

     The  Manager  also has a 1%  interest  in the  LLC's  profits,  losses  and
distributions.  The LLC paid  distributions  to the  Manager of $26,273  for the
three months ended March 31, 2006.  Additionally,  the Manager's interest in the
LLC's net income for the three months ended March 31, 2006 was $6,163.

     Fees and other  expenses  paid or accrued by the LLC to the  Manager or its
affiliates for the three months ended March 31, 2006, were as follows:


<TABLE>
<CAPTION>

        Entity                      Capacity               Description                    Amount
 -----------------                 --------------------   --------------------          --------------
<S>                               <C>                     <C>                          <C>
 ICON Capital Corp.                Manager                 Organization and
                                                            offering expenses (1)       $      688,506
                                                                                        ==============
 ICON Securities Corp.             Managing broker-dealer  Underwriting fees (1)        $      918,007
                                                                                        ==============
 ICON Capital Corp.                Manager                 Acquisition fees (2)         $    1,313,428
                                                                                        ==============
 ICON Capital Corp.                Manager                 Management fees (3)          $      172,513
                                                                                        ==============
 ICON Capital Corp. and affiliate  Manager                 Administrative fees (3)      $      910,553
                                                                                        ==============

</TABLE>

 (1) Amount charged directly to members' equity.
 (2) Amount capitalized and amortized to operations.
 (3) Amount charged directly to operations.


     At  March  31,  2006,  the LLC had a net  payable  due to its  Manager  and
affiliates of $823,509. The Manager was due $774,734, which consisted of $56,012
of  organization  and  offering  expenses,  $372,444  of accrued  administrative
expense  reimbursements  and $346,278 of acquisition fees. ICON Securities Corp.
was due $74,683 for underwriting fees. Additionally, the LLC had a receivable of
$23,299  due from ICON  Funding,  ULC  relating  to the  purchase of the Leasing
Portfolio.

     From April 1, 2006 through May 15, 2006,  the LLC has raised an  additional
$22,724,498 of capital contributions.  During this time period, the LLC has paid
or  accrued   underwriting  fees  to  ICON  Securities  Corp.  of  $454,490  and
organizational and offering expenses to the Manager of $340,868.

(10)   Lease Program

     The LLC has a program (the  "Program"),  in which lessees may  participate,
that streamlines the process of ordering,  accepting and leasing equipment under
the lessee's Master Lease Agreement.  The Program allows lessees to periodically
and systematically order equipment either directly from the manufacturer or from
the LLC, which acts as a reseller and procures equipment for the lessee, to meet
their current  equipment  requirements  without  having to negotiate a new lease
agreement  with the LLC. In order to  participate  in the Program,  lessees must
meet certain credit requirements, as defined in the form agreement governing the
terms of the Program (the "Program Agreement"),  and may not be in default under
the Program Agreement or the Master Lease Agreement.

                                       15
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)

(10)   Lease Program - continued

     In  advance  of  each  calendar  quarter,  the  LLC  notifies  the  Program
participants of the estimated cost of new equipment purchases available for that
participant during the coming quarter as well as the monthly rental payment that
will be  applied  to each  piece of  equipment  purchased.  While the  amount of
equipment  actually  purchased  rarely meets the pre-approved  amount,  it is an
indicator of the amount of business that the LLC anticipates  entering into with
these lessees in the upcoming  quarter.  At March 31, 2006, the LLC had approved
approximately  $24,737,000 for equipment purchases with lease terms beginning in
April 1, 2006 through June 1, 2006, of which  approximately  $10,645,000 was for
U.S. lessees and approximately $14,092,000 was for Canadian lessees. The LLC has
also subsequently  approved  approximately  $11,461,000 for equipment  purchases
with lease terms  beginning  in July 1, 2006  through  August 1, 2006,  of which
approximately  $4,650,000 was for U.S. lessees and approximately  $6,811,000 was
for Canadian lessees.

(11)   Geographic Information

     Geographic  information  for revenue,  based on the country of origin,  and
long-lived  assets,  which include finance leases and operating  leases,  net of
accumulated depreciation, are as follows at March 31, 2006:

<TABLE>
<CAPTION>


                                                           United
                                                           States          Canada            Total
                                                        ------------    --------------    -------------
 Revenue:
<S>                                                     <C>             <C>               <C>
      Rental income                                     $   1,854,470   $    1,965,326    $   3,819,796
      Finance income                                          232,578          164,555          397,133
                                                        -------------   --------------    -------------

                                                        $   2,087,048   $    2,129,881    $   4,216,929
                                                        =============   ==============    =============

 Long-lived assets:
      Investments in finance leases:
         Minimum rents receivable                       $  21,958,835   $   23,674,477    $  45,633,312
         Estimated unguaranteed residual values               809,579        2,850,662        3,660,241
         Initial direct costs, net                            465,776          680,449        1,146,225
         Unearned income                                   (2,099,584)      (2,854,759)      (4,954,343)
                                                        -------------   --------------    -------------

                                                        $  21,134,606   $   24,350,829    $  45,485,435
                                                        =============   ==============    =============

      Investments in operating leases, net              $  53,503,962   $   40,091,976    $  93,595,938
                                                        =============   ==============    =============

      Equipment held for sale or lease                  $   4,272,025   $   21,869,253    $  26,141,278
                                                        =============   ==============    =============

</TABLE>

                                       16
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)

(12)   Recent Accounting Pronouncements

     The  Manager  does  not  believe  that  any  recently  issued,  but not yet
effective accounting pronouncements, if currently adopted, would have a material
effect on the accompanying condensed consolidated financial statements.

                                       17
<PAGE>

Item 2. Manager's  Discussion and Analysis of Financial Condition and Results of
        Operation

     The  following is a  discussion  of our results of  operations  and current
financial  position.  This  discussion  should be read in  conjunction  with our
unaudited condensed consolidated financial statements and related notes included
elsewhere  in this  report,  Part II,  Item 1A.  Risk  Factors  and the  audited
financial  statements  and related  notes  included in our Annual Report on Form
10-K for the year ended December 31, 2005.

     As used in this  Quarterly  Report on Form 10-Q,  references to "we," "us,"
"our"  or  similar  terms  include  ICON  Leasing  Fund  Eleven,   LLC  and  its
consolidated subsidiaries.

Forward-Looking Statements

     Certain statements within this Quarterly Report on Form 10-Q may constitute
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform  Act of 1995  ("PSLRA").  These  statements  are  being  made
pursuant to the PSLRA, with the intention of obtaining the benefits of the "safe
harbor"  provisions of the PSLRA,  and, other than as required by law, we assume
no  obligation  to  update  or  supplement  such   statements.   Forward-looking
statements are those that do not relate solely to historical fact. They include,
but are not limited to, any statement  that may predict,  forecast,  indicate or
imply future  results,  performance,  achievements  or events.  You can identify
these   statements  by  the  use  of  words  such  as  "may,"  "will,"  "could,"
"anticipate," "believe," "estimate," "expects," "intend," "predict" or "project"
and variations of these words or comparable words or phrases of similar meaning.
These  forward-looking  statements  reflect our current beliefs and expectations
with respect to future  events and are based on  assumptions  and are subject to
risks and  uncertainties  and other  factors  outside our control that may cause
actual results to differ materially from those projected.

Overview

     We are an equipment  leasing  business formed on December 2, 2004. We began
active  operations  on May 6,  2005.  We  primarily  engage in the  business  of
purchasing  equipment  and  leasing it to third-party end users and, to a lesser
degree,  acquiring  ownership  rights  to items  of  leased  equipment  at lease
expiration.  Some of our  equipment  leases  will be  acquired  for cash and are
expected to provide current cash flow, which we refer to as "income" leases. The
majority of the purchase price of our other  equipment  leases will be financed,
so  these  leases  will  generate   little  or  no  current  cash  flow  because
substantially  all of the rental payments received from a lessee will be paid to
a lender.  For these "growth" leases, we anticipate that the future value of the
leased equipment will exceed the cash portion of the purchase price paid for the
equipment.

     We expect to invest most of the net proceeds  from our offering in items of
equipment that will be subject to a lease.  After the net offering proceeds have
been invested,  it is anticipated that additional  investments will be made with
the cash generated  from our initial  investments to the extent that cash is not
needed for expenses,  reserves and  distributions to members.  The investment in
additional  equipment  in this manner is called  "reinvestment."  We  anticipate
purchasing  equipment from time to time for the next six years.  This time frame
is called the "operating period," which we may extend, at our discretion,  up to
an additional  three years.  After the operating  period,  we will then sell our
assets in the  ordinary  course  of  business  during a time  frame  called  the
"liquidation period."

     At March 31, 2006, our current portfolio,  which we hold either directly or
through joint venture investments with affiliates and others, consists primarily
of the following equipment subject to lease:

                                       18
<PAGE>

     Information Technology and Technology-Related Equipment:

     o    We own approximately 1,100 equipment leases with predominantly  large,
          investment   grade  lessees  and  comprised   mainly  of   information
          technology  and  technology-related   equipment,   including  personal
          computers and client/server equipment.

     Telecommunications Equipment:

     o    We have a 61.4% ownership interest in ICON Global Crossing, LLC ("ICON
          Global  Crossing"),  an entity  also  managed  by our  Manager,  which
          purchased  from various  vendors  state-of-the-art  telecommunications
          equipment which is then leased to Global Crossing  Telecommunications,
          Inc.

     Industrial Gas Meters:

     o    We have a 50.0%  ownership  interest in ICON EAM LLC, which  purchased
          industrial gas meters and accompanying  data gathering  equipment that
          will then be  subject to lease with EAM  Assets  Ltd.,  a meter  asset
          manager that is responsible for  maintaining  industrial gas meters in
          the United Kingdom.

     Digital Audio/Visual Entertainment Systems:

     o    We have a 50.0% ownership interest in ICON AEROTV LLC, which purchased
          digital audio/visual  entertainment systems which will then be subject
          to  a  lease  with  AeroTV  Ltd.,  a  provider  of  on  board  digital
          audio/visual  systems for  airlines,  rail and coach  operators in the
          United Kingdom.

New Accounting Pronouncements

     Our  Manager  does  not  believe  that  any  recently  issued,  but not yet
effective,  accounting  pronouncements,  if  currently  adopted,  would  have  a
material effect on the accompanying condensed consolidated financial statements.

Results of  Operations  for the Three  Months  Ended  March 31,  2006 (the "2006
Quarter")

     We commenced  operations on May 6, 2005 and are currently  raising  equity.
From  commencement  of  operations  through March 31, 2006, we have raised total
equity of  $152,999,135.  We recently  filed a  registration  statement with the
Securities and Exchange  Commission to increase our original offering from up to
$200,000,000  to up to  $375,000,000  of shares.  With the net proceeds from our
offering,  we anticipate  acquiring both income leases and growth leases. As our
leases expire, we may sell the equipment and reinvest the proceeds in additional
equipment leases or re-lease the equipment.  We anticipate  incurring both gains
and losses on the sales of equipment during our operating period.  Additionally,
we expect to see our  rental  income and  finance  income  increase,  as well as
related  expenses such as  depreciation  and  amortization  expense and interest
expense.  We  anticipate  that the fees we pay our Manager to operate and manage
our business  portfolio will increase  during this period as our Manager will be
spending a greater  portion of its time  managing our  portfolio.  Since we only
commenced our operations on May 6, 2005, we cannot provide  comparative  results
of operations.

     Total  revenue for the 2006 Quarter was  approximately  $5,338,000  and was
comprised  of  rental  income of  approximately  $3,820,000,  finance  income of
approximately   $397,000,   income  from   investments   in  joint  ventures  of
approximately  $263,000,  a net  gain on  sales of  equipment  of  approximately
$104,000  and  interest and other  income of  approximately  $754,000,  of which
approximately  $578,000  was  interest  income and  approximately  $176,000  was
foreign currency  transaction  gains. Our revenue was derived primarily from our
acquisition of approximately 1,100 leases effective March 1, 2006.

                                       19
<PAGE>

     Total expenses for the 2006 Quarter were approximately  $4,722,000 and were
comprised of depreciation and amortization of approximately $3,092,000, interest
of approximately $345,000, bad debt expense of approximately $70,000, management
fees - Manager of approximately $173,000,  administrative expense reimbursements
- Manager of approximately  $911,000 and general and administrative  expenses of
approximately $132,000.

   Net Income

     As a result of the foregoing  factors,  the net income for the 2006 Quarter
was $616,328.  The net income per weighted average number of additional members'
shares outstanding for the 2006 Quarter was $4.74.

Liquidity and Capital Resources

Sources and Uses of Cash

     At March 31, 2006, we had cash and cash  equivalents  of  $58,983,196.  Our
main  source of cash is from  financing  activities,  primarily  the sale of our
additional  member  shares.  Our main use of cash is for  investing  activities,
particularly investments in leased assets.

     We are currently in our offering period and during the 2006 Quarter we sold
45,900  additional  member  shares,  representing  approximately  $45,900,000 of
capital  contributions.   We  paid  and  accrued  various  selling  expenses  of
approximately  $5,277,000,  which provided us with net proceeds from the sale of
our member shares of approximately $40,623,000.

     Beginning with the  commencement  of operations,  we have been paying sales
commissions  to  third  parties,  and  various  fees  to the  Manager  and  ICON
Securities  Corp., its affiliate.  These sales  commissions and fees paid to the
Manager and its affiliate are recorded as a reduction of our equity.

     During the 2006 Quarter, we paid and accrued sales commissions to unrelated
third  parties  and  paid  and  accrued  various  fees  to our  Manager  and its
affiliate.  During this time period,  we paid and accrued sales  commissions  of
$3,670,810  to  unrelated  third  parties,  paid and  accrued  $918,007  to ICON
Securities  Corp.,  an affiliate of our Manager,  who receives or is entitled to
receive,  a 2% underwriting fee from the gross proceeds from sales of all shares
to the additional  members and we paid and accrued $688,506 to our Manager,  who
is entitled to receive a fee for organizational and offering expenses.  Of these
amounts,  $74,683  in  underwriting  fees and  $56,012  for  organizational  and
offering fees have been accrued as of March 31, 2006.

     At May 15, 2006, we have sold an  additional  22,725  membership  interests
representing $22,724,498 of capital contributions.  From May 6, 2005 through May
15, 2006, we have admitted 4,644 Additional Members.

     Our other  significant  sources of cash were from proceeds of  non-recourse
notes payable of approximately  $4,064,000 and from net operating  activities of
approximately $8,699,000.

     Our  main  use of cash  during  the  2006  Quarter  was for  investing  and
financing activities. We paid approximately $56,484,000 for equipment subject to
lease  related to the  acquisition  of the  Leasing  Portfolio.  We also  repaid
approximately  $1,930,000 of non-recourse debt and paid distributions to members
of approximately $2,632,000.

                                       20
<PAGE>

Financings and Borrowings

     On August 31,  2005,  we,  together  with certain of our  affiliates,  ICON
Income  Fund  Eight  B  L.P.,   ICON  Income  Fund  Nine,   LLC,  and  Fund  Ten
(collectively,  the  "Borrowers")  entered into a Commercial Loan Agreement (the
"Agreement"),  with  California  Bank &  Trust  (the  "Lender").  The  Agreement
provides  for a  revolving  line of credit of up to  $17,000,000  pursuant  to a
senior  secured  revolving  loan facility (the  "Facility")  which is secured by
certain  collateral of the Borrowers,  as defined in the Agreement.  Each of the
Borrowers is jointly and  severally  liable for all amounts  borrowed  under the
Facility.  Amounts  available under the Facility are subject to a borrowing base
that is determined,  subject to certain limitations,  based on the present value
of the future  receivables under certain lease agreements in which the Borrowers
have a beneficial  interest.  The interest  rate on any advances  made under the
Facility is the  Lender's  prime rate plus 0.25% per year (which was 8% at March
31, 2006). In accordance with the Agreement,  the Borrowers may elect to have up
to five  separate  advances  under the  Facility  each made at the rate at which
United  States  dollar  deposits  can be  acquired  by the  Lender in the London
Interbank  Eurocurrency  Market,  plus 2.75% per year.  The Facility  expires on
August 31, 2007,  unless  renewed by the Borrowers  for an  additional  one year
term, in the sole discretion of the Lender.

     As part of the Agreement, the Borrowers are required to comply with certain
financial  covenants,  including,  a minimum debt coverage ratio, a tangible net
worth covenant, a leverage ratio and a minimum liquidity covenant. The Borrowers
are in  compliance  with  these  covenants  at March  31,  2006.  The  Agreement
prohibits the Borrowers from declaring or paying any  distributions to investors
if such a payment  would cause the  Borrowers to become  non-compliant  with the
financial covenants in the Agreement.

     In addition,  on August 31, 2005, the Borrowers entered into a Contribution
Agreement (the "Contribution  Agreement"),  pursuant to which the Borrowers have
agreed to certain  restrictions  on the  amounts  and terms of their  respective
borrowings  under the  Facility  in order to  minimize  the risk that a Borrower
would be unable to repay its portion of the  outstanding  obligations  under the
Facility  at any time.  These  restrictions  include,  but are not  limited  to,
borrowing  in  excess  of the  lesser  of  (a) an  amount  each  Borrower  could
reasonably  expect to repay in one year from its projected cash flow, or (b) the
greater of (i) the borrowing  base, as defined in the  Agreement,  as applied to
such Borrowers and (ii) 50% of the net worth of such Borrower.  The Contribution
Agreement  also provides  that, in the event a Borrower pays an amount under the
Contribution Agreement in excess of its share of the total obligations under the
Facility,  whether  by reason of an event of  default  or  otherwise,  the other
Borrowers will immediately  make a contribution  payment to such Borrower and in
such  amount  that the  aggregate  amount  paid by each  Borrower  reflects  its
allocable share of the aggregate obligations under the Facility.  The Borrowers'
obligations to each other under the Contribution Agreement are collateralized by
a subordinate lien on the assets of each Borrower.

     Under the terms of the Agreement,  the Borrowers are required to maintain a
cash reserve with the Lender  representing 20% of all outstanding  advances plus
all pending advances.  We have established an interest bearing cash account with
the Lender totaling  $1,313,185 at March 31, 2006,  which satisfies the Lender's
cash reserve requirement for all the Borrowers.

     At March 31, 2006, aggregate borrowings by all Borrowers under the Facility
amounted to $6,565,927, of which we currently have no amount outstanding.

     Our Manager believes that with the cash we have currently  available,  cash
being generated from our leases,  cash distributions from our joint ventures and
proceeds  from  equipment  sales,  we  have  sufficient  cash  to  continue  our
operations 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  our  lessees'  businesses  that are beyond our
control.

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<PAGE>

Distributions

     We began to pay  monthly  distributions  to our members  starting  with the
first month after the  additional  members'  admission  and will continue to pay
such  distributions  until the  termination  of the  operating  period.  We paid
distributions to our additional  members of $2,605,313 for the 2006 Quarter.  We
paid distributions to our Manager of $26,273 for the 2006 Quarter.

Commitments

     We have a program (the "Program"),  in which lessees may participate,  that
streamlines the process of ordering,  accepting and leasing  equipment under the
lessee's Master Lease Agreement.  The Program allows lessees to periodically and
systematically order equipment either directly from the manufacturer or from us,
acting as a reseller  and  procuring  equipment  for the  lessee,  to meet their
current equipment requirements without having to negotiate a new lease agreement
with us. In order to  participate  in the  Program,  lessees  must meet  certain
credit requirements, as defined in the form agreement governing the terms of the
Program (the "Program  Agreement"),  and may not be in default under the Program
Agreement or the Master Lease Agreement. In advance of each calendar quarter, we
notify the Program participants of the estimated cost of new equipment purchases
available for that participant  during the coming quarter as well as the monthly
rental payment that will be applied to each piece of equipment purchased.  While
the amount of equipment actually purchased rarely meets the pre-approved amount,
it is an indicator of the amount of business  that we  anticipate  entering into
with these  lessees in the  upcoming  quarter.  At March 31,  2006,  we approved
approximately  $24,737,000 for equipment purchases with lease terms beginning in
April 1, 2006 through June 1, 2006, of which  approximately  $10,645,000 was for
U.S. lessees and  approximately  $14,092,000 was for Canadian  lessees.  We also
subsequently  approved  approximately  $11,461,000 for equipment  purchases with
lease  terms  beginning  in July 1,  2006  through  August  1,  2006,  of  which
approximately  $4,650,000 was for U.S. lessees and approximately  $6,811,000 was
for Canadian lessees.

Item 3.  Qualitative and Quantitative Disclosures About Market Risk

     We, like most other companies,  are exposed to certain market risks,  which
include  changes in interest rates and the demand for equipment (and the related
residuals)  owned by us. We believe  that our  exposure to other  market  risks,
including foreign currency  exchange rate risk,  commodity risk and equity price
risk, are  insignificant,  at this time, to both our financial  position and our
results of  operations.  There are no other  material  changes to the disclosure
related to these  items  since the filing of our Annual  Report on Form 10-K for
the year ended December 31, 2005.

Item 4. Controls and Procedures

     Evaluation of disclosure controls and procedures

     In connection  with the  preparation of this Quarterly  Report on Form 10-Q
for the period ended March 31, 2006, as well as the financial statements for the
period  ended March 31, 2006 for our  Manager  and our  affiliates,  our Manager
carried out an evaluation,  under the supervision and with the  participation of
the  management of our Manager,  including its Chief  Executive  Officer and the
Principal  Financial and Accounting  Officer, of the effectiveness of the design
and operation of our Manager's  disclosure controls and procedures as of the end
of the period covered by this report pursuant to the Securities  Exchange Act of
1934 (the "Exchange Act").  Based on the foregoing  evaluation,  except as noted
below,  the Chief Executive  Officer and the Principal  Financial and Accounting
Officer  concluded that our Manager's  disclosure  controls and procedures  were
effective.

     Although this  Quarterly  Report on Form 10-Q has not been filed within the
time period  provided  under the Exchange  Act, we believe  that our  disclosure
controls and procedures are still effective.  This Quarterly Report on Form 10-Q
was  not  timely  filed  because  of  the   complexities   involved,   including
cross-border  accounting  issues,  in the  integration of the Leasing  Portfolio
acquisition.

                                       22
<PAGE>

     While  evaluating our Manager's  disclosure  controls and  procedures,  our
Manager  recognized that greater internal  controls were needed to aid in a more
efficient  closing  of our  and our  affiliates  financial  statements,  thereby
requiring our Manager to hire additional skilled accounting staff to support the
senior vice president of accounting hired by our Manager at the end of the third
quarter of 2004. In addition,  our Manager hired two additional accounting staff
members during 2005 who are certified  public  accountants and experienced  with
public reporting entities.  Our Manager will continue to evaluate its disclosure
controls and procedures to determine their  effectiveness  and adequacy and will
take the steps necessary,  in our Manager's  opinion,  to ensure the adequacy of
our Manager's disclosure controls and procedures.

     In  designing  and  evaluating  our  Manager's   disclosure   controls  and
procedures,  our Manager recognized that disclosure controls and procedures,  no
matter how well  conceived  and  operated,  can  provide  only  reasonable,  not
absolute,   assurance  that  the  objectives  of  the  disclosure  controls  and
procedures are met. Our Manager's  disclosure  controls and procedures have been
designed  to  meet  reasonable  assurance  standards.  Disclosure  controls  and
procedures  cannot  detect  or  prevent  all  error  and  fraud.  Some  inherent
limitations   in   disclosure   controls  and   procedures   include   costs  of
implementation, faulty decision-making,  simple error and mistake. Additionally,
controls  can be  circumvented  by the  individual  acts  of  some  persons,  by
collusion of two or more people, or by management override of the controls.  The
design of any system of controls is based,  in part,  upon  certain  assumptions
about the  likelihood of future  events,  and there can be no assurance that any
design will succeed in  achieving  its stated  goals under all  anticipated  and
unanticipated  future  conditions.  Over time,  controls  may become  inadequate
because of changes in conditions,  or the degree of compliance with  established
policies or procedures.

     Our  Manager's  Chief  Executive   Officer  and  Principal   Financial  and
Accounting  Officer have determined that no weakness in disclosure  controls and
procedures  had any  material  effect on the accuracy  and  completeness  of our
financial reporting and disclosure included in this report.

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

     In the ordinary  course of conducting  our  business,  there may be certain
claims, suits and complaints filed against us. In the opinion of management, the
outcome  of such  matters,  if any,  will  not  have a  material  impact  on our
consolidated  financial  position or results of  operations.  No material  legal
proceedings are currently pending or threatened, to our knowledge, against us or
against any of our assets.

Item 1A.  Risk Factors

     Other  than with  respect  to the risk  factor  below,  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, 2005.  The risk
factor  presented below should be read in conjunction  with the risk factors and
information disclosed in our Annual Report on Form 10-K.

     Because we will borrow to purchase equipment,  losses as a result of lessee
defaults may be greater than if debt were not incurred.  Restrictions imposed by
the terms of our indebtedness may limit our financial flexibility.

                                       23
<PAGE>

     Although  we expect to acquire  some of our  investments  for cash,  we are
likely to borrow a  substantial  portion of the purchase  price of our equipment
investments  and there is no limit to the  amount  of debt that may be  incurred
when purchasing  equipment.  While we believe the use of leverage will result in
us being  able to make more  acquisitions  and that each  acquisition  will have
fewer  dollars  at risk  than if  leverage  were not  utilized,  there can be no
assurance that the benefits of greater size and diversification of the portfolio
will offset the heightened risk of loss in an individual lease transaction using
leverage.  With respect to our non-recourse  borrowings,  a lessee default could
force us to make debt  service  payments  so as to  protect  our  investment  in
equipment and prevent us from being subject to repossession.

     We  together  with  certain  of  our  affiliates  (entities  sponsored  and
organized by our Manager), ICON Income Fund Eight B L.P., ICON Income Fund Nine,
LLC and ICON Income Fund Ten,  LLC,  are party to an Agreement  with  California
Bank &  Trust.  The  terms  of our  Agreement  could  restrict  us  from  paying
distributions  to  investors  if  such  payments  would  cause  us  not to be in
compliance with our financial  covenants.  See "Item 2. Manager's Discussion and
Analysis of  Financial  Condition  and  Results of  Operations  - Liquidity  and
Capital Resources."

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

     See "Item 2. Manager's  Discussion and Analysis of Financial  Condition and
Results of Operations - Liquidity and Capital  Resources"  for a description  of
the use of proceeds from our offering.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

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

     On March 8, 2006,  we  commenced a consent  solicitation  of our members to
amend and restate our Limited  Liability Company Agreement (the "LLC Agreement")
in order to increase the maximum  offering  amount from up to $200,000,000 to up
to $375,000,000.  The consent  solicitation was completed on April 21, 2006 with
the requisite  consents  received from our members,  and we executed the Amended
LLC Agreement. Of the 137,686.95 shares of limited liability company shares that
were issued and  outstanding as of the record date of March 3, 2006,  70,956.212
shares voted in favor,  1,562.790  shares voted  against,  and 2,922.199  shares
abstained to the amendments to the LLC Agreement.

Item 5.  Other Information

         Not applicable.

Item 6. Exhibits

     4.1  ICON Leasing Fund Eleven,  LLC Amended and Restated Limited  Liability
          Company Agreement.*

     31.1 Section 302 Certification of Chairman and Chief Executive Officer.

     31.2 Section 302  Certification  of Executive  Vice President and Principal
          Financial and Accounting Officer.

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

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

*    Incorporated by reference as Exhibit 4.1 to our  Registration  Statement on
     Form S-1 (File No. 333-133730) filed May 2, 2006.

                                       24
<PAGE>

                                   SIGNATURES

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

ICON Leasing Fund Eleven,  LLC File No.  000-51916  (Registrant) by its Manager,
ICON Capital Corp.

Date: June 14, 2006

/s/ Beaufort J.B. Clarke
-------------------------------
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)

Date: June 14, 2006

/s/ Thomas W. Martin
-------------------------------
Thomas W. Martin
Chief Operating Officer and Chief Financial Officer
(Principal Financial and Accounting Officer)

                                       25