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                               June 30, 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
August 1, 2006 is 210,503.


<PAGE>

                          ICON Leasing Fund Eleven, LLC
                                Table of Contents

<TABLE>
<CAPTION>


PART I - FINANCIAL INFORMATION                                                         Page


<S>                                                                                   <C>
     Item 1.  Condensed Consolidated Financial Statements

         Condensed Consolidated Balance Sheets at June 30, 2006 (Unaudited)
           and December 31, 2005                                                         1

         Condensed Consolidated Statement of Operations for the Three and Six Months
           Ended June 30, 2006 and the Period From May 6, 2005 (Commencement of
           Operations) Through June 30, 2005 (Unaudited)                                 3

         Condensed Consolidated Statement of Changes in Members' Equity for the
           Six Months Ended June 30, 2006 (Unaudited)                                    4

         Condensed Consolidated Statements of Cash Flows for the Six Months Ended
           June 30, 2006 and the Period From May 6, 2005 (Commencement of
           Operations) Through June 30, 2005 (Unaudited)                                 5

         Notes to Condensed Consolidated Financial Statements (Unaudited)                7

     Item 2. Manager's Discussion and Analysis of Financial Condition and
              Results of Operations                                                     20

     Item 3. Quantitative and Qualitative Disclosures About Market Risk                 25

     Item 4. Controls and Procedures                                                    25

PART II - OTHER INFORMATION

     Item 1. Legal Proceedings                                                          26

     Item 1A.   Risk Factors                                                            26

     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                26

     Item 3. Defaults Upon Senior Securities                                            26

     Item 4. Submission of Matters to a Vote of Security Holders                        26

     Item 5. Other Information                                                          27

     Item 6. Exhibits                                                                   27

     Signatures                                                                         28

</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)
                                                   June 30,        December 31,
                                                    2006              2005
                                                 -----------      -----------
 Cash and cash equivalents                      $ 34,267,482      $71,449,920
                                                ------------      -----------

 Investments in finance leases:
      Minimum rents receivable                    71,615,615                -
      Estimated unguaranteed residual values       3,803,526                -
      Initial direct costs, net                    1,246,271                -
      Unearned income                             (8,033,818)               -
                                                ------------      -----------

 Net investments in finance leases                68,631,594                -
                                                ------------      -----------

 Investments in operating leases:
      Equipment, at cost                         366,435,600                -
      Accumulated depeciation                    (14,953,472)               -
                                                ------------      -----------

 Net investments in operating leases             351,482,128                -
                                                ------------      -----------

 Investments in joint ventures                     9,730,741       16,084,960
 Equipment held for sale or lease                  2,787,267                -
 Rents receivable, net of allowance
   for doubtful accounts                           3,247,837                -
 Restricted cash                                     705,128          909,185
 Other assets, net                                 5,360,744        3,257,636
                                                ------------      -----------

      Total assets                              $476,212,921      $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)
                                                                               June 30,       December 31,
                                                                                2006             2005
                                                                             -----------      -----------
<S>                                                                         <C>               <C>
 Notes payable - non-recourse                                               $271,405,058      $         -
 Accounts payable and other liabilities                                        3,431,181          844,058
 Deferred rental income                                                        4,548,530                -
 Leasing payables                                                             13,566,935                -
 Due to Manager and affiliates, net                                            5,719,332          602,377
 Minority interest                                                             9,195,029                -
                                                                            ------------      -----------

      Total liabilities                                                      307,866,065        1,446,435
                                                                            ------------      -----------

 Commitments and contingencies

 Members' equity:
      Manager (one share outstanding, $1,000 per share original
         issue price)                                                            (83,672)         (28,876)
      Additional Members (199,346 and 107,099 shares outstanding,
         $1,000 per share original issue price)                              166,544,237       90,318,028
      Accumulated other comprehensive income (loss)                            1,886,291          (33,886)
                                                                            ------------      -----------

 Total members' equity                                                       168,346,856       90,255,266
                                                                            ------------      -----------

 Total liabilities and members' equity                                      $476,212,921      $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 Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      For the Period                     For the Period
                                                                     from May 6, 2005                   from May 6, 2005
                                                                     (Commencement of                   (Commencement of
                                                     Three  Months     Operations)       Six Months       Operations)
                                                    Ended June 30,      to June 30,    Ended June 30,      to June 30,
                                                        2006              2005             2006               2005
                                                   --------------     -------------  ---------------      ------------
<S>                                                <C>               <C>             <C>                 <C>
 Revenue:
      Rental income                                $   14,484,472     $           -  $    18,304,268      $          -
      Finance income                                      990,869                 -        1,388,002                 -
      Income from investments in joint ventures           118,115                 -          381,225                 -
      Net gain on sales of new equipment
         (net of cost of sales of $5,089,442)             280,617                 -          280,617                 -
      Net gain on sales of leased equipment               317,550                 -          421,522                 -
      Interest and other income                           416,573             2,296        1,170,580             2,296
                                                   --------------     -------------  ---------------      ------------

         Total revenue                                 16,608,196             2,296       21,946,214             2,296
                                                   --------------     -------------  ---------------      ------------

 Expenses:
      Depreciation and amortization                    12,025,343                 -       15,117,575                 -
      Interest                                          1,437,151                 -        1,781,682                 -
      Bad debt expense                                          -                 -           70,015                 -
      Management Fees - Manager                           912,901                 -        1,085,414                 -
      Administrative expense reimbursements -
         Manager and affiliate                          1,613,312           122,204        2,523,865           122,204
      General and administrative                          133,314               160          265,160               160
      Minority interest                                   265,028                 -          265,028                 -
                                                   --------------     -------------  ---------------      ------------

         Total expenses                                16,387,049           122,364       21,108,739           122,364
                                                   --------------     -------------  ---------------      ------------

 Net income (loss)                                 $      221,147     $    (120,068) $       837,475      $   (120,068)
                                                   ==============     =============  ===============      ============

 Net income (loss) allocable to:
      Additional Members                           $      218,936     $    (118,867) $       829,100      $   (118,867)
      Manager                                               2,211            (1,201)           8,375            (1,201)
                                                   --------------     -------------  ---------------      ------------

                                                   $      221,147     $    (120,068) $       837,475      $   (120,068)
                                                   ==============     =============  ===============      ============

 Weighted average number of additional
      member shares outstanding                           175,266            11,156          152,170            11,156
                                                   ==============     =============  ===============      ============

 Net income (loss) per weighted average
      additional member share outstanding          $         1.25           $(10.65)          $ 5.45           $(10.65)
                                                   ==============     =============  ===============      ============

</TABLE>

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
                         Six Months Ended June 30, 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                                    92,247     92,246,983                -                  -     92,246,983
 Sales and offering expenses                                -     (10,598,098)               -                  -    (10,598,098)
 Cash distributions to members                              -      (6,251,776)         (63,171)                 -     (6,314,947)
 Change in valuation of interest rate
      swap contracts                                        -               -                -            (27,864)       (27,864)
 Change in valuation of warrants
      held by joint venture                                 -               -                -            640,037        640,037
 Foreign exchange translation adjustments
      of joint ventures                                     -               -                -          1,308,004      1,308,004
 Net income                                                 -         829,100            8,375                  -        837,475
                                                 -------------   ------------       ----------     --------------   ------------

 Balance, June 30, 2006                                199,346   $166,544,237       $  (83,672)    $    1,886,291   $168,346,856
                                                 =============   ============       ==========     ==============   ============

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>
                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                             For the Period
                                                                                              from May 6,
                                                                                                 2005
                                                                                           (Commencement of
                                                                              Six Months      Operations)
                                                                            Ended June 30,    to June 30,
                                                                                 2006            2005
                                                                             -----------      ------------
<S>                                                                          <C>              <C>
 Cash flows from operating activities:
      Net income (loss)                                                      $   837,475      $   (120,068)
 Adjustments to reconcile net income (loss) to net cash provided by
      operating activities:
         Rental income paid directly to lenders by lessees                    (1,368,644)               -
         Finance income paid directly to lenders by lessees                      (77,765)               -
         Income from investment in joint ventures                               (381,225)               -
         Net gain on sales of equipment                                         (702,139)               -
         Depreciation and amortization                                        15,117,575                -
         Interest expense paid directly to lenders by lessees                    151,222                -
         Bad debt expense                                                         70,015                -
         Minority interest                                                       265,028                -
      Changes in operating assets and liabilities:
         Collection of principal - non-financed receivables                    5,454,298                -
         Rents receivable                                                      2,101,978                -
         Other assets, net                                                    (2,913,679)               -
         Payables, deferred rental income and other liabilities                5,441,229                -
         Due to Manager and affiliates, net                                      (94,272)          122,204
                                                                             -----------      ------------

 Net cash provided by operating activities                                    23,901,096             2,136
                                                                             -----------      ------------

 Cash flows from investing activities:
      Investments in leased assets, net of cash received                    (139,811,053)               -
      Proceeds from sales of equipment                                         6,963,868                -
      Restricted cash deposits                                                   204,057                -
      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                                      (137,106,430)               -
                                                                             -----------      ------------

 Cash flows from financing activities:
      Proceeds from notes payable - non-recourse                              12,846,688                -
      Repayments of notes payable - non-recourse                             (12,154,514)               -
      Issuance of additional member shares,
        net of sales and offering expenses paid                               81,648,885        23,353,046
      Due to Manager and affiliates, net                                         (19,387)          323,262
      Cash distributions to members                                           (6,314,947)          (43,040)
      Distributions to minority interest holders                                (812,683)               -
                                                                             -----------      ------------

 Net cash provided by financing activities                                    75,194,042        23,633,268
                                                                             -----------      ------------

 Effects of exchange rates on cash and cash equivalents                          828,854                -
                                                                             -----------      ------------

 Net (decrease) increase in cash and cash equivalents                        (37,182,438)       23,635,404
 Cash and cash equivalents, beginning of the period                           71,449,920             2,000
                                                                             -----------      ------------

 Cash and cash equivalents, end of the period                                $34,267,482      $ 23,637,404
                                                                             ===========      ============
</TABLE>

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
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                             For the Period
                                                                                            from May 6, 2005
                                                                                            (Commencement of
                                                                              Six Months      Operations)
                                                                            Ended June 30,     to June 30,
                                                                                 2006             2005
                                                                             ------------     ------------
<S>                                                                          <C>             <C>
 Supplemental disclosure of cash flow information:
      Cash paid during the period for interest                               $  1,252,060     $         -
                                                                             ============     ===========

 Supplemental disclosure of non-cash investing and financing activities:
      Non-cash portion of equipment purchased with non-recourse debt         $272,008,071     $         -
                                                                             ============     ===========
      Principal and interest on non-recourse notes payable
         paid directly to lenders by lessees                                 $  1,905,709     $         -
                                                                             ============     ===========

      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
                                  June 30, 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  Annual  Report on Form 10-K for the year ended  December  31,  2005.  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% but less  than 50%  ownership  interest,  under  the  equity  method  of
accounting.  In such cases, the LLC's original  investments are recorded at cost
and  adjusted  for its share of  earnings,  losses  and  distributions.  The LLC
accounts  for  investments  in joint  ventures  where the LLC has  virtually  no
influence  over  financial  and  operational  matters  using the cost  method of
accounting.  In such cases, the LLC's original  investments are recorded at cost
and any  distributions  received  are recorded to  operations.  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.  Additional  Members  represent  all members other than the
Manager.  The LLC is engaged in one business segment, the business of purchasing
equipment and leasing it to third-party end users,  acquiring  equipment subject
to lease and, to a lesser extent,  acquiring ownership rights to items of leased
equipment at lease  expiration.  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 a Limited  Liability Company Agreement with the LLC (the "LLC
Agreement"). Additionally, the Manager has a 1% interest in the profits, losses,
cash distributions and liquidation proceeds of the LLC.

                                       7
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                  June 30, 2006
                                   (Unaudited)

(2)    Organization - continued

     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
redeemed the $1,000 for the share to the officer of the Manager.

     The LLC  originally  intended  to offer up to  $200,000,000  of  equity  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 an Amended and  Restated LLC
Agreement  (the  "Amended  LLC  Agreement").  The LLC  filed a new  registration
statement  (the  "New   Registration   Statement")   for  up  to  an  additional
$175,000,000  of member shares with the Securities and Exchange  Commission (the
"SEC") on May 2, 2006. The New Registration  Statement was declared effective by
the SEC on July 3, 2006;  and the LLC commenced  the offering of the  additional
175,000 member shares.

     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 June 30, 2006, the LLC sold an additional  92,247 member
shares,  representing  $92,246,983 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.
("ICON  Securities"),  a  wholly-owned  subsidiary  of the Manager.  These sales
commissions  and fees paid to the Manager and its  affiliate  are  recorded as a
reduction to the LLC's equity.

     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 year  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 for 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.

                                       8
<PAGE>
                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                  June 30, 2006
                                   (Unaudited)

(3)    Summary of Significant Accounting Policies - continued

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.

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  rental  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)    Acquisition of Leasing Portfolio

     On March 7,  2006,  the LLC  acquired  substantially  all of the  equipment
leasing  portfolio (the "Leasing  Portfolio") of Clearlink  Capital  Corporation
("Clearlink"),  a financial  services  provider based in  Mississauga,  Ontario,
Canada.  At the time of the  acquisition,  the Leasing  Portfolio  consisted  of
approximately   1,100   equipment   schedules   originated  by  Clearlink   with
predominantly  large,  investment grade quality lessees and was comprised mainly
of information technology and technology-related  equipment,  including personal
computers and client/server  equipment that perform  business-related  functions
such as database  inquiries.  This equipment is leased in both the United States
of America  (approximately  20 separate  lessees) and Canada  (approximately  90
separate lessees).  The Leasing Portfolio had an average remaining lease term of
approximately 18 months at the time of the acquisition.

                                       9
<PAGE>
                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                  June 30, 2006
                                   (Unaudited)

(4)    Acquisition of Leasing Portfolio - continued

     The Leasing  Portfolio,  which was acquired  effective  March 1, 2006,  was
acquired by the LLC 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.

     As part of the Leasing  Portfolio  acquisition,  the LLC accrued a Canadian
provincial  tax of  approximately  $4,544,000.  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 finance lease which was acquired  effective April 1,
2006.  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  are
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  assumed  non-recourse  debt  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 for the non-recourse debt.

     During  the  three  months  ended  June  30,   2006,   the  LLC   purchased
approximately $9,400,000 of new equipment.

(5)    Investments in Finance Leases

     Non-cancelable  annual minimum rents receivable due from the finance leases
in the Leasing Portfolio are as follows at June 30, 2006:

   Year Ending
     June 30,
   -----------
       2007             $23,272,297
       2008             $18,245,667
       2009             $11,011,906
       2010             $ 5,209,830
       2011             $ 2,883,774

                                       10
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                  June 30, 2006
                                   (Unaudited)

(6)    Investments in Operating Leases

     On June 21,  2006,  the LLC,  through its wholly  owned  subsidiaries  ICON
European  Container,  LLC ("EC I") and ICON European Container II, LLC ("EC II,"
and together with EC I, the "ZIM Purchasers"),  acquired four container vessels,
the M/V ZIM America,  the M/V ZIM Hong Kong, the M/V ZIM Israel, and the M/V ZIM
Japan (collectively,  the "ZIM Vessels"),  from Old Course Investments LLC ("Old
Course").  The ZIM Vessels are subject to bareboat  charters with ZIM Integrated
Shipping Services Ltd. ("ZIM"). The bareboat charters expire in October 2010 and
November 2011.

     The purchase price was approximately $145,773,000,  comprised of (i) a cash
payment of  approximately  $35,876,000,  (ii) the  assumption  of  approximately
$93,325,000 of non-recourse indebtedness under a secured loan agreement with HSH
Nordbank AG (the "HSH Loan Agreement") and (iii) the assumption of approximately
$12,000,000 of non-recourse indebtedness,  secured by a second priority mortgage
over the ZIM  Vessels  in  favor  of ZIM.  The  obligations  under  the HSH Loan
Agreement  are secured by a first  priority  mortgage  over the ZIM Vessels (See
Note 8 for more  information  about  the  debt  obligations).  The LLC  incurred
professional  fees of approximately  $336,000 and paid or accrued to the Manager
an acquisition fee of  approximately  $4,236,000  relating to this  transaction.
These fees were capitalized as part of the acquisition cost of the ZIM Vessels.

     The ZIM Vessels were owned by two Norwegian limited partnerships,  European
Container KS and European  Container KS II  (collectively,  the "KS Companies").
The  acquisition of the ZIM Vessels was  consummated by the LLC acquiring all of
Old  Course's  right,  title and  interest in all of the issued and  outstanding
shares (the "AS Shares") of two Norwegian limited liability companies,  European
Container AS and European  Container AS II (collectively the "AS Companies") and
all of Old Course's and the AS  Companies'  right,  title and interest in all of
the issued and outstanding limited  partnership  interests (the "KS Shares," and
collectively  with  the AS  Shares,  the  "Shares")  of the  KS  Companies.  The
acquisition  has been  treated  as an asset  purchase  for  financial  reporting
purposes.

     In  connection  with the  acquisition  of the ZIM  Vessels,  a  controlling
affiliate of Old Course issued a Guaranty for the benefit of the ZIM Purchasers,
dated June 21,  2006,  guaranteeing  the  obligations  of Old  Course  under the
purchase and sale  agreement  (the "PSA") and Old Course and the ZIM  Purchasers
entered into an Escrow  Agreement to secure the  indemnification  obligations of
Old Course  under the PSA.  Pursuant to the terms and  conditions  of the Escrow
Agreement,  Old Course  deposited into escrow the sum of $2,000,000 in cash (the
"Escrow  Amount"),  of which 50% will be released to Old Course if no claims are
made prior to the six month  anniversary of the closing of the acquisition;  the
balance  to be  released  on  the  first  anniversary  of  the  closing  of  the
acquisition if no claims are made within such time period.

     On June 16,  2006,  the LLC,  through its wholly  owned  subsidiaries  ICON
Doubtless,  LLC, ICON Faithful,  LLC, ICON Spotless, LLC, and ICON Vanguard, LLC
(collectively,  the "Companies"),  acquired four product carrying vessels named:
the M/T  Doubtless,  the M/T Faithful,  the M/T  Spotless,  and the M/T Vanguard
(collectively,  the "Tankers") from subsidiaries of Oceanbulk Maritime, S.A. The
Companies  acquired the Tankers directly,  except for ICON Vanguard,  LLC, which
acquired the M/T Vanguard  through its wholly owned  Cypriot  subsidiary  Isomar
Marine Company Limited ("Isomar" and,  together with the Companies,  the "Tanker
Purchasers").

                                       11
<PAGE>
                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                  June 30, 2006
                                   (Unaudited)

(6)    Investments in Operating Leases - continued

     The  Tankers  are subject to bareboat  charters  with  subsidiaries  of TOP
Tankers, Inc. (the "Charterer").  The bareboat charters expire in February 2011.
The purchase price for the Tankers was approximately $116,319,000,  comprised of
(i)  approximately  $22,650,000 in cash,  (ii) the  assumption of  approximately
$80,000,000 of senior  non-recourse debt obligations and (iii) the assumption of
approximately  $10,000,000 of junior  non-recourse  debt obligations (See Note 8
for more information about the debt obligations).  The LLC incurred professional
fees of approximately $290,000 and paid or accrued to the Manager an acquisition
fee of approximately $3,379,000 relating to these transactions.  These fees were
capitalized as part of the acquisition cost of the Tankers.

     Aggregate  minimum  future  rentals  receivable  from  each  of  the  LLC's
non-cancelable leases consist of the following at June 30, 2006:

   Year Ending
     June 30,
   -----------
       2007             $ 74,586,986
       2008             $ 56,682,905
       2009             $ 42,774,779
       2010             $ 38,506,112
       2011             $ 22,572,000

(7)    Joint Ventures

     The joint venture described below is majority owned and consolidated by the
LLC.

ICON Global Crossing, LLC

     On November 17, 2005, the LLC, along with ICON Income Fund Eight A L.P. and
ICON Income Fund Ten, LLC ("Fund Ten"),  both affiliates of the Manager,  formed
ICON Global  Crossing,  LLC ("ICON Global  Crossing"),  with original  ownership
interests of approximately 44%, 12% and 44%, respectively. Capital contributions
made to ICON  Global  Crossing  were  $17,397,940;  of which the LLC's share was
$7,695,494.  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
consolidated its results of operations beginning April 1, 2006.

     During   February   and  March  2006,   ICON  Global   Crossing   purchased
approximately  $22,113,000  of  state-of-the-art   telecommunications  equipment
(including  initial  direct  costs in the form of  legal  fees of  approximately
$157,000)  on  lease  to  Global  Crossing  Telecommunications,   Inc.  ("Global
Crossing")  and  during  April  2006  purchased   approximately   $3,165,000  of
additional  equipment on lease with Global Crossing.  The base lease term is for
48 months,  beginning  April 1,  2006.  The LLC paid an  acquisition  fee to its
Manager  of   approximately   $232,000   relating  to  the  additional   capital
contribution made during March 2006.

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

                                       12
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                  June 30, 2006
                                   (Unaudited)

(7)    Joint Ventures - continued

ICON AEROTV, LLC

     On December  22, 2005,  the LLC and its  affiliate,  Fund Ten,  formed ICON
AEROTV, LLC ("AEROTV LLC"), and each contributed  approximately $2,776,000 for a
50% 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.
The LLC paid $83,630 in acquisition fees to the Manager,  which were capitalized
to other assets and are being  amortized to  operations  over the  corresponding
lease terms.

 ICON EAM, LLC

     On November 9, 2005, the LLC and its affiliate,  Fund Ten, formed ICON EAM,
LLC ("EAM LLC"), and each contributed approximately $5,618,000 in cash for a 50%
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
June 30, 2006, the cash  contributions were held in an escrow account by EAM LLC
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  (pound)1.50.  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 June 30, 2006, the Manager
has determined,  based on the Black Scholes option pricing model,  that the fair
value of these warrants is  approximately  $1,280,000.  The assumptions used for
the   Black-Scholes   option  pricing  model  were  as  follows:   strike  price
(pound)1.50, share price (pound)1.00, estimated holding period of two years from
March 9, 2006, a volatility of 37.5%, and the risk free interest rate of 5.0%.

(8)    Notes Payable - Non-Recourse

     In connection  with the acquisition of the ZIM Vessels (See Note 6 for more
information  about the  acquisition),  the LLC assumed  $93,325,000  of a senior
non-recourse debt obligation under the HSH Loan Agreement. Pursuant to the terms
of the HSH  Loan  Agreement,  there  are two  separate  portions  to the  senior
non-recourse  debt  obligation,   (i)  approximately  $43,600,000  was  for  the
acquisition  of the M/V ZIM Japan  and M/V ZIM  America  and (ii)  approximately
$49,725,000 was for the acquisition of the M/V ZIM Hong Kong and M/V ZIM Israel.
HSH Nordbank AG has a first priority security  interest in the ZIM Vessels.  The
KS Companies are jointly and severally liable for the obligations  under the HSH
Loan Agreement.

                                       13
<PAGE>
                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                  June 30, 2006
                                   (Unaudited)

(8)    Notes Payable - Non-Recourse - continued

     The  portion of the senior  non-recourse  debt  obligation  relating to the
acquisition  of the M/V ZIM Japan and M/V ZIM America  matures on  November  12,
2010 and accrues  interest at the London  Interbank  Offered Rate ("LIBOR") plus
1.25% per year. This portion of the senior non-recourse debt obligation requires
quarterly  principal  payments of $1,900,000  through November 2006,  $1,800,000
through November 2007 and $1,600,000  through August 2010. On November 12, 2010,
a balloon payment of $13,400,000 is due and payable.

     The  portion of the senior  non-recourse  debt  obligation  relating to the
acquisition  of the M/V ZIM Hong Kong and M/V ZIM Israel  matures on January 27,
2011 and  accrues  interest  at LIBOR plus 1.25% per year.  This  portion of the
senior  non-recourse debt obligation  requires  quarterly  principal payments of
$1,950,000   through  February  2007,   $1,900,000  through  February  2008  and
$1,775,000  through  November  2010.  On January 27, 2011, a balloon  payment of
$14,975,000 is due and payable.

     As part  of the  acquisition  of the ZIM  Vessels,  the LLC  assumed  three
interest  rate  swap   contracts.   These  interest  rate  swap  contracts  were
established  in  order  to  fix  the  variable   interest  rate  on  the  senior
non-recourse   debt   obligation   and  minimize  the  risk  for  interest  rate
fluctuations.  Two of the  interest  rate  swap  contracts  hedge  the  variable
interest  rate  on the  $43,600,000  portion  of the  senior  non-recourse  debt
obligation relating to the acquisition of the M/V ZIM Japan and M/V ZIM America.
These two interest rate swap contracts have notional  amounts of $11,250,000 and
$36,150,000,  respectively  and have fixed  interest rates of 5.41% per year and
5.97% per year,  respectively.  The third interest rate swap contract hedges the
variable  interest rate on the  $49,725,000  portion of the senior  non-recourse
debt obligation relating to the acquisition of the M/V ZIM Hong Kong and M/V ZIM
Israel.  This interest rate swap contract has a notional  amount of  $49,725,000
and has a fixed  interest rate of 4.74% per year.  The LLC accounts for its swap
contracts in accordance  with SFAS 133, as amended,  and recorded the fair value
of the swap contracts at June 21, 2006 and recognized the periodic change in the
fair  value  of the  interest  rate  swap  contracts  as a  component  of  other
comprehensive income.

     In connection with the acquisition of the ZIM Vessels, the LLC also assumed
$12,000,000 of junior  non-recourse  debt obligations with ZIM consisting of (i)
approximately  $5,800,000  relating to the  acquisition of the M/V ZIM Japan and
M/V ZIM America and (ii) approximately $6,200,000 relating to the acquisition of
the M/V ZIM Hong Kong and M/V ZIM Israel.  The  $5,800,000  junior  non-recourse
debt obligation  matures on August 4, 2010,  accrues interest at 2.75% per year,
requires  semi-annual  principal  payments of  approximately  $400,000 and has a
balloon  payment of  approximately  $2,600,000 on August 4, 2010. The $6,200,000
junior  non-recourse  debt  obligation  matures on  October  19,  2010,  accrues
interest  at  2.75%  per  year,  requires  semi-annual   principal  payments  of
approximately $400,000 and has a balloon payment of approximately  $2,600,000 on
October 19, 2010. ZIM has a second priority security interest in the ZIM Vessels
as security for the junior non-recourse debt obligations.  At June 30, 2006, the
outstanding  balance of the senior and junior  non-recourse debt obligations for
the ZIM Vessels was $105,325,000.

                                       14
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                  June 30, 2006
                                   (Unaudited)

(8)    Notes Payable - Non-Recourse - continued

     In  connection  with the  acquisition  of the Tankers  (See Note 6 for more
information  about  the  acquisition),  the  Tanker  Purchasers  entered  into a
non-recourse  senior secured loan agreement (the "Fortis Loan  Agreement")  with
Fortis Bank NV/SA for  approximately  $80,000,000.  Pursuant to the terms of the
Fortis Loan  Agreement,  there were four separate  advances:  (i)  approximately
$19,364,000  for  the  acquisition  of the  M/T  Doubtless,  (ii)  approximately
$19,364,000  for  the  acquisition  of the  M/T  Spotless,  (iii)  approximately
$20,363,000  for the  acquisition  of the M/T Faithful,  and (iv)  approximately
$20,909,000  for the  acquisition  of the M/T Vanguard.  The advances all have a
maturity  date of June 22,  2011 and accrue  interest  at LIBOR plus  1.125% per
year.

     The advances for the acquisitions of the M/T Doubtless and the M/T Spotless
each require quarterly principal payments of approximately $847,000 through June
19, 2007,  approximately $908,000 through June 19, 2008,  approximately $968,000
through June 19, 2009,  $1,029,000  through June 19, 2010 and $1,089,000 through
June 22, 2011.  The advance for the  acquisition  of the M/T  Faithful  requires
quarterly   payments  of   approximately   $891,000   through   June  19,  2007,
approximately $954,000 through June 19, 2008,  approximately  $1,018,000 through
June 22, 2009,  approximately $1,082,000 through June 22, 2010 and approximately
$1,145,000  through June 22, 2011.  The advance for the  acquisition  of the M/T
Vanguard requires quarterly payments of approximately  $915,000 through June 19,
2007,  approximately  $980,000 through June 19, 2008,  approximately  $1,045,000
through  June 19,  2009,  approximately  $1,111,000  through  June 22,  2010 and
approximately $1,176,000 through June 22, 2011.

     As part of the acquisition of the Tankers,  the Tanker  Purchasers  entered
into four  interest  rate swap  contracts in order to fix the variable  interest
rate on the senior  non-recourse  debt  obligations  with Fortis to minimize the
LLC's  risk for  interest  rate  fluctuations.  These  interest  rate  swaps are
effective  beginning  September 18, 2006, will have an aggregate notional amount
of  approximately  $76,500,000 and will fix the interest rate at 5.59% per year.
The LLC accounts for its swap contracts in accordance with SFAS 133, as amended,
and will record the swap  contracts at their  estimated fair value and recognize
the periodic change in their fair value as other comprehensive income.

     In connection  with the acquisition of the Tankers,  the Tanker  Purchasers
assumed junior  non-recourse debt obligations of approximately  $10,000,000 with
Top  Tanker,   consisting  of  (i)  approximately  $2,420,000  relating  to  the
acquisition of the M/T Doubtless,  (ii) approximately $2,420,000 relating to the
acquisition of the M/T Spotless,  (iii) approximately $2,550,000 relating to the
acquisition of the M/T Faithful and (iv)  approximately  $2,610,000  relating to
the acquisition of the M/T Vanguard.  The junior  non-recourse  debt obligations
all mature on March 14, 2011 and do not accrue interest. The LLC has reduced the
junior  non-recourse  debt to its  present  value at June 16,  2006,  which  was
approximately  $8,778,000,  and will  impute  interest  at 2.75% per  year.  Top
Tankers has a second priority  security  interest in the Tankers as security for
the junior  non-recourse  debt  obligations.  At June 30, 2006, the  outstanding
balance of the senior and junior  non-recourse  debt obligations for the Tankers
was $88,778,373.

                                       15
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                  June 30, 2006
                                   (Unaudited)

(8)    Notes Payable - Non-Recourse - continued

     The aggregate  maturities  of notes  payable - non recourse  consist of the
following at June 30, 2006:

   Year Ending
     June 30,
   -----------
       2007               $ 71,056,381
       2008               $ 55,654,630
       2009               $ 39,980,705
       2010               $ 36,701,183
       2011               $ 69,179,641

(9)    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 June 30, 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 Borrower 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 $359,000 at June 30, 2006, which satisfies the Lender's
cash reserve requirement for all of the Borrowers.

                                       16
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                  June 30, 2006
                                   (Unaudited)

(9)    Revolving Loan Facility - continued

     At June 30, 2006,  aggregate borrowings by all Borrowers under the Facility
amounted to $1,795,000, of which the LLC currently has no amount outstanding.

(10) Comprehensive Income (Loss)

         Comprehensive income (loss) consists of the following:

<TABLE>
<CAPTION>
                                                                             For the Period                 For the Period
                                                                            from May 6, 2005                  from May 6, 2005
                                                                            (Commencement of                  (Commencement of
                                                           Three Months       Operations)       Six Months     Operations)
                                                           Ended June 30,      to June 30,    Ended June 30,    to June 30,
                                                                2006             2005             2006            2005
                                                           -------------      -----------     -----------     ------------
<S>                                                        <C>                <C>             <C>             <C>
 Net income (loss)                                         $     221,147      $  (120,068)    $   837,475     $   (120,068)

 Other comprehensive income (loss):
     Change in valuation of interest rate swap contracts         (27,864)                         (27,864)
     Change in valuation of warrants held by joint venture      (548,082)               -         640,037               -
     Foreign currency translation adjustment                   1,933,762                -       1,308,004               -
                                                           -------------      -----------     -----------      -----------

 Comprehensive income (loss)                               $   1,578,963      $  (120,068)    $ 2,757,652     $   (120,068)
                                                           =============      ===========     ===========     ============
</TABLE>

(11)   Transactions with Related Parties

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

     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.

                                       17
<PAGE>

                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                  June 30, 2006
                                   (Unaudited)

(11)   Transactions with Related Parties - continued

     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 salaries and related  costs,  travel  expenses and other
administrative  costs incurred by individuals with a controlling interest in the
Manager.

     The  Manager  also has a 1%  interest  in the  LLC's  profits,  losses  and
distributions.  The LLC paid distributions to the Manager of $63,171 for the six
months ended June 30, 2006.  Additionally,  the Manager's  interest in the LLC's
net  income  for the three and six  months  ended  June 30,  2006 was $2,211 and
$8,375,  respectively.  The  Manager's  interest  in the  LLC's net loss for the
period from May 6, 2005  (Commencement of Operations)  through June 30, 2005 was
$1,201.

     Fees and other  expenses  paid or accrued by the LLC to the  Manager or its
affiliates  for the three and six month  periods ended June 30, 2006 and for the
period from May 6, 2005 (Commencement of Operations)  through June 30, 2005, are
as follows:

<TABLE>
<CAPTION>
                                                                                  For the Period                 For the Period
                                                                                 from May 6, 2005               from May 6, 2005
                                                                                 (Commencement of               (Commencement of
                                                                   Three Months    Operations)      Six Months    Operations)
                                                                   Ended June 30,   to June 30,    Ended June 30,  to June 30,
     Entity             Capacity         Description                   2006            2005           2006           2005
     -------            ---------        ------------               ------------   -------------  -------------   --------------
<S>                     <C>               <C>                     <C>             <C>             <C>             <C>
 ICON Capital Corp.     Manager           Organization and
                                             offering expenses (1) $    695,199   $     944,921   $   1,383,705   $      944,921
                                                                   ============   =============   =============   ==============
 ICON Securities Corp.  Managing
                         broker-dealer    Underwriting fees (1)    $    926,933   $     539,955   $   1,844,940   $      539,955
                                                                   ============   =============   =============   ==============
 ICON Capital Corp.     Manager           Acquisition fees (2)     $ 11,307,096   $           -   $  12,620,524   $            -
                                                                   ============   =============   =============   ==============
 ICON Capital Corp.     Manager           Management fees (3)      $    912,901   $           -   $   1,085,414   $            -
                                                                   ============   =============   =============   ==============
 ICON Capital Corp.
   and affiliate        Manager           Administrative fees (3)  $  1,613,312   $     122,204   $   2,523,865   $      122,204
                                                                   ============   =========== =   =============   ==============
</TABLE>

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

     At June  30,  2006,  the  LLC  had a net  payable  due to its  Manager  and
affiliates of $5,719,332. The significant components are as follows: the Manager
was due $5,745,613,  which is comprised of $12,989 of organization  and offering
expenses,   $502,010  of  accrued   administrative  expense  reimbursements  and
$5,230,614 of acquisition fees. ICON Securities was due $17,319 for underwriting
fees.  Additionally,  the LLC had a receivable  of $41,002 due from ICON Funding
ULC relating primarily to the purchase of the Leasing Portfolio.

     From  July 1,  2006 to August 1,  2006,  the LLC has  raised an  additional
$11,157,043 of capital contributions.  During this time period, the LLC has paid
or accrued  organizational  and offering expenses to the Manager of $167,356 and
underwriting fees to ICON Securities of $223,141.

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

                                       18
<PAGE>
                          ICON Leasing Fund Eleven, LLC
                     (A Delaware Limited Liability Company)
              Notes To Condensed Consolidated Financial Statements
                                  June 30, 2006
                                   (Unaudited)

(12)   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 June 30, 2006,  the LLC had approved
approximately  $35,275,000 for equipment  purchases during the next quarter with
lease terms  commencing  on or before  October 1, 2006,  of which  approximately
$11,750,000  was for U.S.  lessees,  approximately  $19,892,000 was for Canadian
lessees and approximately $3,633,000 was for United Kingdom lessees.

(13)   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 June 30, 2006:

<TABLE>
<CAPTION>
                                                       United
                                                       States             Canada          Europe          Other          Total
                                                   --------------     -------------  ---------------  ------------   -------------
<S>                                               <C>                 <C>            <C>              <C>            <C>
 Revenue:
      Rental income                                $    8,728,697     $   8,097,971  $       712,000  $    765,600   $  18,304,268
      Finance income                                      618,011           769,991                -            -        1,388,002
      Income from investments in joint ventures                 -                 -          381,225            -          381,225
                                                   --------------     -------------  ---------------  ------------   -------------

                                                   $    9,346,708     $   8,867,962  $     1,093,225  $    765,600   $  20,073,495
                                                   ==============     =============  ===============  ============   =============
Long-lived assets:
      Investments in finance leases:
         Minimum rents receivable                  $   25,316,372     $  46,299,243  $             -  $         -    $  71,615,615
         Estimated unguaranteed residual values           976,765         2,826,761                -            -        3,803,526
         Initial direct costs, net                        619,315           626,956                -            -        1,246,271
         Unearned income                               (2,844,068)       (5,189,750)               -            -       (8,033,818)
                                                   --------------     -------------  ---------------  ------------   -------------

                                                   $   24,068,384     $  44,563,210  $             -  $         -    $  68,631,594
                                                   ==============     =============  ===============  ============   =============

      Investments in operating leases, net         $   54,049,962     $  40,583,275  $   142,253,501  $114,595,390   $ 351,482,128
                                                   ==============     =============  ===============  ============   =============
      Investments in joint ventures                $            -     $           -  $     9,730,741  $         -    $   9,730,741
                                                   ==============     =============  ===============  ============   =============
      Equipment held for sale or lease             $      343,992     $   2,443,275  $             -  $         -    $   2,787,267
                                                   ==============    ==============  ===============  ============   =============

</TABLE>

(14)   Recent Accounting Pronouncements

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

                                       19
<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 together with our unaudited
condensed consolidated financial statements and related notes included elsewhere
in this  report,  Part II,  Item 1A.  Risk  Factors  and the  audited  financial
statements  and related notes included in our Annual Report on Form 10-K for the
year ended December 31, 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,  acquiring
equipment subject to lease and, to a lesser extent,  acquiring  ownership rights
to items of leased equipment at lease  expiration.  Some of our equipment leases
will be acquired for cash and are expected to provide  current cash flow,  which
we refer to as "income" leases.  The majority of the purchase price of our other
equipment  leases will be financed,  so these leases will generate  little or no
current cash flow because substantially all of the rental payments received from
the lessees will be paid to lenders.  For these "growth"  leases,  we anticipate
that the future  value of the leased  equipment  will exceed the cash portion of
the purchase price paid for the equipment.

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

     At June 30, 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:

                                       20
<PAGE>

     Containership Equipment:

     o    We have a 100%  interest in four 45,720 - 47,094 DWT product  carrying
          vessels, the M/T Doubtless,  the M/T Faithful,  the M/T Spotless,  and
          the  M/T  Vanguard,  which  are  subject  to  bareboat  charters  with
          subsidiaries of TOP Tankers, Inc. that expire in February 2011.

     o    We have a 100% interest in four 3,300 TEU container  vessels,  M/V ZIM
          America,  M/V ZIM Hong Kong, M/V ZIM Israel,  and M/V ZIM Japan, which
          are subject to bareboat charters with ZIM Integrated Shipping Services
          Ltd. that expire in October 2010 and November 2011.

     Information Technology and Technology-Related Equipment:

     o    We own approximately 1,000 equipment leases with predominantly  large,
          investment  grade  lessees that are  comprised  mainly of  information
          technology  and  technology-related   equipment,   including  personal
          computers and client/server equipment.

    Telecommunications Equipment:

     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 was then leased to Global Crossing Telecommunications,
          Inc.

     Industrial Gas Meters:

     o    We have a 50.0%  ownership  interest  in ICON EAM LLC,  an entity also
          managed by our Manager,  which will purchase 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, an entity also
          managed  by  our  Manager,   which  purchases   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  June 30,  2006 (the "2006
Quarter")

     We commenced  operations on May 6, 2005 and are currently  raising  equity.
From  commencement  of  operations  through June 30, 2006,  we have raised total
equity of $199,345,748.  We recently  increased our original offering from up to
$200,000,000 to up to $375,000,000.  With the net proceeds from our offering, we
anticipate acquiring both income leases and growth leases. As our leases expire,
we may sell the  equipment  and reinvest the  proceeds in  additional  equipment
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.

                                       21
<PAGE>

     As our  operations  commenced  on  May  6,  2005,  comparative  results  of
operations  for the  period  from May 6, 2005  through  June 30,  2005 would not
provide a useful analysis.

     Total revenue for the 2006 Quarter was  approximately  $16,608,000  and was
comprised  of rental  income of  approximately  $14,484,000,  finance  income of
approximately   $991,000,   income  from   investments   in  joint  ventures  of
approximately  $118,000,  a net  gain on  sales of  equipment  of  approximately
$598,000 and interest and other income of  approximately  $417,000.  Our revenue
was  derived  primarily  from our  acquisition  of  approximately  1,100  leases
effective March 1, 2006.

     Total expenses for the 2006 Quarter were approximately $16,387,000 and were
comprised  of  depreciation  and  amortization  of  approximately   $12,025,000,
interest of approximately $1,437,000, management fees - Manager of approximately
$913,000,  administrative  expense  reimbursements  - Manager  of  approximately
$1,613,000,  general and administrative  expenses of approximately  $133,000 and
minority interest expense of $265,000.

Net Income

     As a result of the foregoing  factors,  the net income for the 2006 Quarter
was $221,147.  The net income per weighted  average number of Additional  Member
shares outstanding for the 2006 Quarter was $1.25.

Results of Operations for the Six Months Ended June 30, 2006 (the "2006 Period")

     Total  revenue for the 2006 Period was  approximately  $21,946,000  and was
comprised  of rental  income of  approximately  $18,304,000,  finance  income of
approximately   $1,388,000,   income  from  investments  in  joint  ventures  of
approximately  $381,000,  a net  gain on  sales of  equipment  of  approximately
$702,000 and interest and other income of approximately $1,171,000.  Our revenue
was  derived  primarily  from our  acquisition  of  approximately  1,100  leases
effective March 1, 2006.

     Total expenses for the 2006 Period were approximately  $21,109,000 and were
comprised  of  depreciation  and  amortization  of  approximately   $15,118,000,
interest of approximately $1,782,000, bad debt expense of approximately $70,000,
management fees - Manager of approximately  $1,085,000,  administrative  expense
reimbursements - Manager of approximately $2,524,000, general and administrative
expenses  of   approximately   $265,000   and  minority   interest   expense  of
approximately $265,000.

     As our  operations  commenced  on  May  6,  2005,  comparative  results  of
operations  for the  period  from May 6, 2005  through  June 30,  2005 would not
provide a useful analysis.

Net Income

     As a result of the  foregoing  factors,  the net income for the 2006 Period
was $837,475.  The net income per weighted  average number of Additional  Member
shares outstanding for the 2006 Period was $5.45.

Liquidity and Capital Resources

Sources and Uses of Cash

     At June 30, 2006, we had cash and cash equivalents of $34,267,482. Our main
source  of  cash  is from  financing  activities,  primarily  from  the  sale of
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 Period we sold
92,247  Additional  Member  shares,  representing  approximately  $92,246,983 of
capital  contributions.   We  paid  and  accrued  various  selling  expenses  of
approximately $10,598,098,  which provided us with net proceeds from the sale of
our member shares of approximately $81,648,885.

                                       22
<PAGE>

     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. ("ICON Securities"),  an affiliate of our Manager.  These sales
commissions  and fees paid to the Manager and ICON  Securities are recorded as a
reduction of our equity.

     During the 2006 Period,  we paid and accrued sales commissions to unrelated
third  parties  and  paid  and  accrued  various  fees to our  Manager  and ICON
Securities.  During this time period,  we paid and accrued sales  commissions of
$7,369,453  to unrelated  third  parties,  paid and accrued  $1,844,940  to ICON
Securities,  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 $1,383,705 to our Manager, who is entitled to receive a fee for
organizational and offering expenses. Of these amounts,  $17,319 in underwriting
fees and $12,989 for  organizational  and offering  fees have been accrued as of
June 30, 2006.

     At  August  1,  2006,  we have  sold an  additional  11,157  member  shares
representing $11,157,043 of capital contributions. From May 6, 2005 to August 1,
2006, we have admitted 5,346 Additional Members.

     Our other  significant  sources of cash were from proceeds of  non-recourse
notes payable of approximately $12,847,000,  proceeds from sales of equipment of
approximately $6,964,000 and net cash from operating activities of approximately
$23,901,000.

     Our main use of cash during the 2006 Period was for investing and financing
activities.  We paid approximately  $139,811,000 for equipment subject to lease.
We  also  repaid  approximately   $12,155,000  of  non-recourse  debt  and  paid
distributions to members of approximately $6,315,000.

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 ICON Income Fund Ten,
LLC  (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 8.5% at June
30, 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 June 30, 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.

                                       23
<PAGE>

     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 Borrower 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 $359,000 at June 30, 2006, which satisfies the Lender's cash
reserve requirement for all the Borrowers.

     At June 30, 2006,  aggregate borrowings by all Borrowers under the Facility
amounted to $1,795,000, 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 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.

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 $6,251,776 for the 2006 Period.  We
paid distributions to our Manager of $63,171 for the 2006 Period.

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  for  information  technology  equipment.  The
Program allows lessees to periodically and systematically order equipment either
directly  from the  manufacturer  or from us, acting as a reseller and procuring
equipment for the lessee, to meet their current equipment  requirements  without
having to negotiate a new lease  agreement  with us. In order to  participate in
the Program,  lessees must meet certain credit  requirements,  as defined in the
form agreement governing the terms of the Program (the "Program Agreement"), and
may not be in default under the Program Agreement or the Master Lease Agreement.
In advance of each calendar quarter,  we notify the Program  participants of the
estimated cost of new equipment  purchases available for that participant during
the coming quarter as well as the monthly rental payment that will be applied to
each  piece of  equipment  purchased.  While the  amount of  equipment  actually
purchased rarely meets the pre-approved amount, it is an indicator of the amount
of business that we anticipate  entering into with these lessees in the upcoming
quarter.  At June 30, 2006, the LLC had approved  approximately  $35,275,000 for
equipment  purchases  during the next quarter with lease terms  commencing on or
before October 1, 2006, of which approximately $11,750,000 was for U.S. lessees,
approximately  $19,892,000 was for Canadian lessees and approximately $3,633,000
was for United Kingdom lessees.

                                       24
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     We, like most other companies,  are exposed to certain market risks,  which
include  changes in interest rates and the demand for equipment (and the related
residuals)  owned by us. We believe  that our  exposure to other  market  risks,
including foreign currency  exchange rate risk,  commodity risk and equity price
risk, are  insignificant,  at this time, to both our financial  position and our
results of  operations.  There are no other  material  changes to the disclosure
related to these  items  since the filing of our Annual  Report on Form 10-K for
the year ended December 31, 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 June 30, 2006, as well as the financial  statements for the
period  ended June 30,  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.

     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.

                                       25
<PAGE>

                           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  together  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.

     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

         Not applicable.

                                       26
<PAGE>

Item 5.  Other Information

     On August 22, 2006, we adopted  Amendment No. 1 to our Amended and Restated
LLC Agreement.

Item 6. Exhibits

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

     4.3  Amendment No. 1 to the Amended and Restated Limited  Liability Company
          Agreement.

     31.1 Section 302 Certification of Chairman and Chief Executive Officer.

     31.2 Section 302 Certification of Chief Operating Officer,  Chief Financial
          Officer 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 Chief Operating Officer,  Chief Financial Officer 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 to Exhibit 4.1 to the Registration Statement
          on Form S-1 (File No. 333-133730) filed May 2, 2006.

                                       27
<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: August 23, 2006

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

Date: August 23, 2006

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

                                       28