**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, 2007**





[  ]         Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
      for the





transition
                period from
            
            to





Commission_File_Number_
            **000-51916**





**ICON
                Leasing Fund Eleven, LLC**(Exact
                name of registrant as specified in its
                charter)





**Delaware**
            **20-1979428**(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification Number)





**100
                Fifth Avenue, 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 July 31,
      2007
      is 363,944.















ICON
                Leasing Fund Eleven, LLC
              Table
                of ContentsPART
                I - FINANCIAL INFORMATION
            PageItem
                1.  Condensed Consolidated Financial
                StatementsCondensed
                Consolidated Balance Sheets at June 30, 2007
                (unaudited)and
                December 31, 2006
            1Condensed
                Consolidated Statements of Income for the
                Three and SixMonths
                Ended June 30, 2007 and 2006
                (unaudited)
            2Condensed
                Consolidated Statement of Changes in Members’
                Equity for theYear
                Ended December 31, 2006 and for the Three and Six
                Months EndedJune
                30, 2007 (unaudited)
            3Condensed
                Consolidated Statements of Cash Flows for the Six
                MonthsEnded
                June 30, 2007 and 2006 (unaudited)
            4Notes
                to Condensed Consolidated Financial Statements
                (unaudited)
            6Item
                2. Manager’s Discussion and Analysis of Financial
                Condition andResults
                of Operations
            16Item
                3. Quantitative and Qualitative Disclosures About
                Market Risk
            27Item
                4. Controls and Procedures
            27PART
                II – OTHER INFORMATIONItem
                1. Legal Proceedings
            
            28Item
                1A.   Risk
                Factors
            
            28Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            28Item
                3. Defaults Upon Senior
                Securities
            28Item
                4. Submission of Matters to a Vote of Security
                Holders
            28Item
                5. Other Information
            
            28Item
                6. Exhibits
            
            28Signatures
            
            29







*Table
            of Contents*







**PART
      I – FINANCIAL INFORMATION**





**Item
      1.  Condensed Consolidated Financial
      Statements**





ICON
                Leasing Fund Eleven, LLC(A
                Delaware Limited Liability Company)Condensed
                Consolidated Balance SheetsASSETSJune
                  30,2007
            
            
            December
                31,(unaudited)
            
            
            2006Cash
                and cash equivalents
            
            $
            66,534,381
            
            
            $
            61,200,675Investments
                in finance leases:Minimum
                rents receivable
            
            
            99,854,935
            
            
            
            100,400,811Estimated
                unguaranteed residual values
            
            
            6,262,905
            
            
            
            5,834,948Initial
                direct costs, net
            
            
            2,826,823
            
            
            
            3,457,416Unearned
                income
            
            
            (14,104,545
            )
            
            
            (15,302,719
            )Net
                investments in finance leases
            
            
            94,840,118
            
            
            
            94,390,456Investments
                in operating leases:Equipment,
                at cost
            
            
            502,395,618
            
            
            
            384,171,594Accumulated
                depreciation
            
            
            (79,549,013
            )
            
            
            (47,105,223
            )Net
                investments in operating leases
            
            
            422,846,605
            
            
            
            337,066,371Investments
                in joint ventures
            
            
            1,645,364
            
            
            
            11,805,734Equipment
                held for sale or lease
            
            
            3,994,743
            
            
            
            2,678,117Rents
                receivable, net
            
            
            5,575,765
            
            
            
            3,098,973Mortgage
                notes receivable
            
            
            16,259,494
            
            
            
            12,932,924Restricted
                cash
            
            
            624,998
            
            
            
            1,241,326Deferred
                income taxes
            
            
            3,555,904
            
            
            
            2,554,454Other
                assets, net
            
            
            13,328,367
            
            
            
            3,872,521Total
                assets
            
            $
            629,205,739
            
            
            $
            530,841,551LIABILITIES
                AND MEMBERS' EQUITYJune
                30,2007
            
            
            December
                31,Liabilities:
            
            (unaudited)
            
            
            2006Notes
                payable - non-recourse
            
            $
            312,402,268
            
            
            $
            260,926,942Accounts
                payable and other liabilities
            
            
            3,087,637
            
            
            
            4,269,661Deferred
                rental income
            
            
            9,444,362
            
            
            
            8,404,745Leasing
                payables and other lease liabilities
            
            
            14,900,409
            
            
            
            12,881,369Income
                taxes payable
            
            
            -
            
            
            
            2,634,727Due
                to Manager and affiliates, net
            
            
            43,458
            
            
            
            515,119Minority
                interest
            
            
            7,417,377
            
            
            
            8,312,503Total
                liabilities
            
            
            347,295,511
            
            
            
            297,945,066Commitments
                and contingenciesMembers'
                equity:Manager
                (one share outstanding, $1,000 per share original issue
                price)
            
            
            (445,012
            )
            
            
            (243,580
            )Additional
                Members (363,956 and 292,164 shares outstanding,$1,000
                per share original issue price)
            
            
            276,499,868
            
            
            
            232,868,044Accumulated
                other comprehensive income
            
            
            5,855,372
            
            
            
            272,021Total
                members' equity
            
            
            281,910,228
            
            
            
            232,896,485Total
                liabilities and members' equity
            
            $
            629,205,739
            
            
            $
            530,841,551









1
 *Table
          of Contents*





ICON
                Leasing Fund Eleven, LLC(A
                Delaware Limited Liability Company)Condensed
                Consolidated Statements of Income(unaudited)Three
                Months Ended June 30,
            
            
            Six
                Months Ended June 30,2007
            
            
            2006
            
            
            2007
            
            
            2006Revenue:Rental
                income
            
            
            26,393,233
            
            
            
            14,484,472
            
            
            
            49,211,323
            
            
            $
            18,304,268Finance
                income
            
            
            1,646,045
            
            
            
            990,869
            
            
            
            3,978,255
            
            
            
            1,388,002(Loss)
                income from investments in joint ventures
            
            
            (14,748
            )
            
            
            118,115
            
            
            
            20,932
            
            
            
            381,225Net
                gain on sales of new equipment (net of cost ofsales
                of $8,979,167 and $12,943,339, respectively, forthe
                three and six months ended 2007, and $5,089,442for
                the three and six months ended 2006)
            
            
            362,452
            
            
            
            280,617
            
            
            
            551,708
            
            
            
            280,617Net
                (loss) gain on sales of leased equipment
            
            
            (129,815
            )
            
            
            317,550
            
            
            
            (47,054
            )
            
            
            421,522Interest
                and other income
            
            
            1,233,270
            
            
            
            416,573
            
            
            
            2,648,842
            
            
            
            1,170,580Total
                revenue
            
            
            29,490,437
            
            
            
            16,608,196
            
            
            
            56,364,006
            
            
            
            21,946,214Expenses:Depreciation
                and amortization
            
            
            20,902,767
            
            
            
            12,025,343
            
            
            
            40,493,297
            
            
            
            15,117,575Interest
            
            
            4,018,120
            
            
            
            1,437,151
            
            
            
            7,916,534
            
            
            
            1,781,682Management
                fees - Manager
            
            
            1,673,428
            
            
            
            912,901
            
            
            
            3,155,492
            
            
            
            1,085,414Administrative
                expense reimbursements -Manager
                and affiliate
            
            
            1,288,944
            
            
            
            1,613,312
            
            
            
            2,989,827
            
            
            
            2,523,865General
                and administrative
            
            
            411,812
            
            
            
            133,314
            
            
            
            1,132,803
            
            
            
            265,160Bad
                debt expense
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            70,015Minority
                interest
            
            
            254,317
            
            
            
            265,028
            
            
            
            515,650
            
            
            
            265,028Total
                expenses
            
            
            28,549,388
            
            
            
            16,387,049
            
            
            
            56,203,603
            
            
            
            21,108,739Income
                before income taxes
            
            
            941,049
            
            
            
            221,147
            
            
            
            160,403
            
            
            
            837,475Provision
                for income taxes
            
            
            (1,205,109
            )
            
            
            -
            
            
            
            (503,252
            )
            
            
            -Net
                income
            
            $
            2,146,158
            
            
            $
            221,147
            
            
            $
            663,655
            
            
            $
            837,475Net
                income allocable to:Additional
                Members
            
            $
            2,124,697
            
            
            $
            218,936
            
            
            $
            657,018
            
            
            $
            829,100Manager
            
            
            21,461
            
            
            
            2,211
            
            
            
            6,637
            
            
            
            8,375$
            2,146,158
            
            
            $
            221,147
            
            
            $
            663,655
            
            
            $
            837,475Weighted
                average number of additionalmember
                shares outstanding
            
            
            362,176
            
            
            
            175,266
            
            
            
            340,290
            
            
            
            152,170Net
                income per weighted averageadditional
                member share
            
            $
            5.87
            
            
            $
            1.25
            
            
            $
            1.93
            
            
            $
            5.45









2
 *Table
          of Contents*








ICON
                Leasing Fund Eleven, LLC(A
                Delaware Limited Liability Company)Condensed
                Consolidated Statement of Changes in Members' EquityFor
                the Year Ended December 31, 2006 and for the Three and Six Months
                Ended
                June 30, 2007(unaudited)AccumulatedAdditional
            
            
            
            
            
            
            
            
            OtherMember
            
            
            Additional
            
            
            Managing
            
            
            ComprehensiveShares
            
            
            Members
            
            
            Member
            
            
            (Loss)
                Income
            
            
            TotalBalance,
                January 1, 2006
            
            
            107,099
            
            
            $
            90,318,028
            
            
            $
            (28,876
            )
            
            $
            (33,886
            )
            
            $
            90,255,266Proceeds
                from issuance of additionalmembers
                shares
            
            
            185,118
            
            
            
            185,118,088
            
            
            
            -
            
            
            
            -
            
            
            
            185,118,088Sales
                and offering expenses
            
            
            -
            
            
            
            (21,276,702
            )
            
            
            -
            
            
            
            -
            
            
            
            (21,276,702
            )Additional
                member shares redeemed
            
            
            (53
            )
            
            
            (41,454
            )
            
            
            -
            
            
            
            -
            
            
            
            (41,454
            )Cash
                distributions paid or accruedto
                members
            
            
            -
            
            
            
            (16,600,276
            )
            
            
            (167,738
            )
            
            
            -
            
            
            
            (16,768,014
            )Change
                in valuation of interest rateswap
                contracts
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (928,750
            )
            
            
            (928,750
            )Change
                in valuation of warrantsheld
                by joint venture
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            538,072
            
            
            
            538,072Foreign
                currency translation adjustments
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            696,585
            
            
            
            696,585Net
                loss
            
            
            -
            
            
            
            (4,649,640
            )
            
            
            (46,966
            )
            
            
            -
            
            
            
            (4,696,606
            )Balance,
                December 31, 2006
            
            
            292,164
            
            
            
            232,868,044
            
            
            
            (243,580
            )
            
            
            272,021
            
            
            
            232,896,485Proceeds
                from issuance of additionalmembers
                shares
            
            
            57,136
            
            
            
            57,135,796
            
            
            
            -
            
            
            
            -
            
            
            
            57,135,796Sales
                and offering expenses
            
            
            -
            
            
            
            (6,569,904
            )
            
            
            -
            
            
            
            -
            
            
            
            (6,569,904
            )Additional
                member shares redeemed
            
            
            (170
            )
            
            
            (136,048
            )
            
            
            -
            
            
            
            -
            
            
            
            (136,048
            )Cash
                distributions paid or accruedto
                members
            
            
            -
            
            
            
            (12,546,393
            )
            
            
            (126,733
            )
            
            
            -
            
            
            
            (12,673,126
            )Change
                in valuation of interest rateswap
                contracts
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (77,450
            )
            
            
            (77,450
            )Change
                in valuation of warrantsheld
                by joint venture
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (473,681
            )
            
            
            (473,681
            )Foreign
                currency translation adjustments
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            554,709
            
            
            
            554,709Net
                loss
            
            
            -
            
            
            
            (1,467,678
            )
            
            
            (14,825
            )
            
            
            -
            
            
            
            (1,482,503
            )Balance,
                March 31, 2007
            
            
            349,130
            
            
            
            269,283,817
            
            
            
            (385,138
            )
            
            
            275,599
            
            
            
            269,174,278Proceeds
                from issuance of additionalmembers
                shares
            
            
            15,846
            
            
            
            15,846,033
            
            
            
            -
            
            
            
            -
            
            
            
            15,846,033Sales
                and offering expenses
            
            
            -
            
            
            
            (1,822,618
            )
            
            
            -
            
            
            
            -
            
            
            
            (1,822,618
            )Additional
                member shares redeemed
            
            
            (1,020
            )
            
            
            (885,767
            )
            
            
            -
            
            
            
            -
            
            
            
            (885,767
            )Cash
                distributions paid or accruedto
                members
            
            
            -
            
            
            
            (8,046,294
            )
            
            
            (81,335
            )
            
            
            -
            
            
            
            (8,127,629
            )Change
                in valuation of interest rateswap
                contracts
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            670,100
            
            
            
            670,100Change
                in valuation of warrantsheld
                by joint venture
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (16,242
            )
            
            
            (16,242
            )Foreign
                currency translation adjustments
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            4,925,915
            
            
            
            4,925,915Net
                income
            
            
            -
            
            
            
            2,124,697
            
            
            
            21,461
            
            
            
            -
            
            
            
            2,146,158Balance,
                June 30, 2007
            
            
            363,956
            
            
            $
            276,499,868
            
            
            $
            (445,012
            )
            
            $
            5,855,372
            
            
            $
            281,910,228








3
 *Table
          of Contents*





ICON
                Leasing Fund Eleven, LLC(A
                Delaware Limited Liability Company)Condensed
                Consolidated Statements of Cash FlowsSix
                Months Ended June 30,(unaudited)2007
            
            
            2006Cash
                flows from operating activities:Net
                income
            
            $
            663,655
            
            
            $
            837,475Adjustments
                to reconcile net income to net cash provided byoperating
                activities:Rental
                income paid directly to lenders by lessees
            
            
            (4,351,952
            )
            
            
            (1,368,644
            )Finance
                income
            
            
            (3,978,255
            )
            
            
            (77,765
            )Income
                from investments in joint ventures
            
            
            (20,932
            )
            
            
            (381,225
            )Net
                gains on sales of new and leased equipment
            
            
            (504,654
            )
            
            
            (702,139
            )Depreciation
                and amortization
            
            
            40,493,297
            
            
            
            15,117,575Bad
                debt expense
            
            
            -
            
            
            
            70,015Interest
                expense paid directly to lenders by lessees
            
            
            683,773
            
            
            
            151,222Change
                in fair value of interest rate swap contract
            
            
            (433,926
            )
            
            
            -Minority
                interest
            
            
            515,650
            
            
            
            265,028Deferred
                tax provision
            
            
            (762,088
            )
            
            
            -Changes
                in operating assets and liabilities:Collection
                of principal - non-financed receivables
            
            
            14,600,087
            
            
            
            5,454,298Rents
                receivable
            
            
            (2,586,496
            )
            
            
            2,101,978Other
                assets, net
            
            
            (9,047,462
            )
            
            
            (2,913,679
            )Payables,
                deferred rental income and other liabilities
            
            
            1,608,596
            
            
            
            5,441,229Due
                to Manager and affiliates, net
            
            
            (362,775
            )
            
            
            (94,272
            )Net
                cash provided by operating activities
            
            
            36,516,518
            
            
            
            23,901,096Cash
                flows from investing activities:Investments
                in leased assets, net of cash received
            
            
            (82,889,767
            )
            
            
            (139,811,053
            )Proceeds
                from sales of equipment
            
            
            15,697,288
            
            
            
            6,963,868Investment
                in mortgage notes receivable, net
            
            
            (3,636,052
            )
            
            
            -Proceeds
                from mortgage notes receivable
            
            
            1,137,594
            
            
            
            -Restricted
                cash deposits received
            
            
            726,716
            
            
            
            204,057Investments
                in joint ventures, net of cash acquired
            
            
            -
            
            
            
            (4,598,382
            )Distributions
                received from joint ventures
            
            
            9,895,245
            
            
            
            135,080Other
                assets, net
            
            
            568,131
            
            
            
            -Net
                cash used in investing activities
            
            
            (58,500,845
            )
            
            
            (137,106,430
            )Cash
                flows from financing activities:Proceeds
                from notes payable - non-recourse
            
            
            21,952,395
            
            
            
            12,846,688Repayments
                of notes payable - non-recourse
            
            
            (37,722,046
            )
            
            
            (12,154,514
            )Issuance
                of additional member shares, net of sales and offering expenses
                paid
            
            
            64,589,307
            
            
            
            81,648,885Redemption
                of additional member shares
            
            
            (1,021,815
            )
            
            
            -Due
                to Manager and affiliates, net
            
            
            (94,636
            )
            
            
            (19,387
            )Cash
                distributions to members
            
            
            (20,800,755
            )
            
            
            (6,314,947
            )Distributions
                to minority interest holders
            
            
            (1,410,776
            )
            
            
            (812,683
            )Net
                cash provided by financing activities
            
            
            25,491,674
            
            
            
            75,194,042Effects
                of exchange rates on cash and cash equivalents
            
            
            1,826,359
            
            
            
            828,854Net
                increase (decrease) in cash and cash equivalents
            
            
            5,333,706
            
            
            
            (37,182,438
            )Cash
                and cash equivalents, beginning of the period
            
            
            61,200,675
            
            
            
            71,449,920Cash
                and cash equivalents, end of the period
            
            $
            66,534,381
            
            
            $
            34,267,482










4
 *Table
            of Contents*







ICON
                Leasing Fund Eleven, LLC(A
                Delaware Limited Liability Company)Condensed
                Consolidated Statements of Cash FlowsSix
                Months Ended June 30,(unaudited)2007
            
            
            2006Supplemental
                disclosure of cash flow information:Cash
                paid during the period for interest
            
            $
            7,219,393
            
            
            $
            1,252,060Supplemental
                disclosure of non-cash investing and financing activities:Non-cash
                portion of equipment purchased with non-recourse debt
            
            $
            66,656,754
            
            
            $
            272,008,071Principal
                and interest on non-recourse notes payablepaid
                directly to lenders by lessees
            
            $
            2,361,441
            
            
            $
            1,905,709Transfer
                from other assets to investments in leased assets
            
            $
            -
            
            
            $
            2,828,287







5
 *Table
            of Contents*




ICON
        Leasing Fund Eleven, LLC
 (A
        Delaware Limited Liability Company)
 Notes
        to
        Condensed Consolidated Financial Statements
 June
        30,
        2007
 (unaudited)





(1)
            Basis
                of Presentation and Consolidation





The
      accompanying condensed consolidated financial statements of ICON Leasing Fund
      Eleven, LLC (the “LLC”) have been prepared in accordance with accounting
      principles generally accepted in the United States of America (“GAAP”) for
      interim financial information and pursuant to the rules and regulations of
      the
      Securities and Exchange Commission for Quarterly Reports on Form
      10-Q.  Accordingly, they do not include all of the information and
      footnotes required by GAAP for complete financial statements.  In the
      opinion of ICON Capital Corp. (the “Manager”), all adjustments (consisting only
      of normal recurring accruals) considered necessary for a fair presentation
      have
      been included.  These condensed consolidated financial statements
      should be read together with the consolidated financial statements and notes
      included in the LLC’s 2006 Annual Report on Form 10-K.  The results
      for the interim period are not necessarily indicative of the results for the
      full year.





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





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





In
      joint
      ventures where the LLC’s interest is majority owned, the financial condition and
      results of operations of the joint venture are consolidated.  Minority
      interest represents the minority owner’s proportionate share of its equity in
      the joint venture. The minority interest is adjusted for the minority owner’s
      share of the earnings, losses and distributions of the joint
      venture.





(2)
            Organization





The
      LLC
      was formed on December 2, 2004 as a Delaware limited liability company and
      commenced operations on May 6,2005 when
      the
      LLC admitted its first Additional Members.  Additional Members
      represent all members other than the Manager.  The LLC is engaged in
      one business segment, the business of purchasing equipment and leasing it to
      third-party end users, acquiring equipment subject to lease and, to a lesser
      extent, acquiring ownership rights to items of leased equipment at lease
      expiration.  From time to time, the LLC also purchases equipment and
      sells it to its leasing customers.  The LLC will continue until
      December 31, 2024, unless terminated sooner.





The
      Manager of the LLC was a Connecticut corporation.  Effective June 1,
      2007, the Manager was reincorporated as a Delaware corporation.  The
      Manager manages and controls the LLC’s business affairs, including, but not
      limited to, the equipment leases and financing transactions, pursuant to the
      terms of the Amended and Restated Limited Liability Company Agreement (the
“LLC
      Agreement”) with the LLC.  The Manager has a 1% interest in the
      profits, losses, cash distributions and liquidation proceeds of the
      LLC.








6
 *Table
          of Contents*





ICON
          Leasing Fund Eleven, LLC
 (A
          Delaware Limited Liability Company)
 Notes
          to
          Condensed Consolidated Financial Statements
 June
          30,
          2007
 (unaudited)





(2)
            Organization
                - continued





The
      LLC
      had its initial closing on May 6, 2005 (“Commencement of Operations”) with the
      initial sale of member shares.  Through April 20, 2007, the final
      closing, the LLC sold 365,199 member shares, representing $365,198,690 of
      capital contributions.  Through June 30, 2007, the LLC redeemed 1,243
      additional member shares, leaving 363,956 additional member shares outstanding
      at June 30, 2007.  Beginning with the Commencement of Operations, the
      LLC has been paying sales commissions incurred to third parties and various
      fees
      to the Manager and ICON Securities Corp. (“ICON Securities”), an entity owned by
      the Manager.  These sales commissions and fees paid to the Manager and
      its affiliate are recorded as a reduction to the LLC’s
      equity.  Through June 30, 2007, the LLC has paid or accrued
      $29,210,870 of sales commissions to third parties, $6,978,355 of organizational
      and offering expenses to the Manager, and $7,304,473 of underwriting fees to
      ICON Securities.




The
      LLC’s
      offering period ended on April 20, 2007 and its operating period
      commenced.  The LLC will invest most of the net proceeds from its
      offering in items of equipment that are subject to a lease. After the net
      offering proceeds are invested, additional investments will be made with the
      cash generated from the LLC’s initial investments, to the extent that cash is
      not needed for expenses, reserves or distributions to members. The investment
      in
      additional equipment in this manner is called “reinvestment.” The LLC currently
      anticipates purchasing equipment from time to time until approximately April
      2012, unless that date is extended for up to an additional three years, at
      the
      Manager’s sole discretion. After the reinvestment period, the LLC will then sell
      its assets in the ordinary course of business, a time frame called the
“liquidation period.”




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





(3)
            Summary
                of Significant Accounting Policies





Use
      of
      Estimates





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





Reclassifications





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





(4)
            Leasing
                Portfolio





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






7
 *Table
          of Contents*




ICON
          Leasing Fund Eleven, LLC
 (A
          Delaware Limited Liability Company)
 Notes
          to
          Condensed Consolidated Financial Statements
 June
          30,
          2007
 (unaudited)





(4)
            Leasing
                Portfolio - continued





For
      the
      six months ended June 30, 2007, the LLC purchased approximately $18,905,000
      of
      additional new equipment related to the Leasing Portfolio.  The LLC
      paid or accrued an acquisition fee to the Manager of approximately $579,000
      relating to these transactions.




(5)
            Investments
                  in Operating Leases





*Product
      Tankers*





On
      April
      11, 2007, the LLC, through its wholly-owned subsidiaries, ICON Senang, LLC
      and
      ICON Sebarok, LLC (the “Teekay Purchasers”), acquired two Aframax 95,649 DWT
      product tankers,  the Senang Spirit and the Sebarok Spirit
      (collectively, the "Teekay Vessels"). The purchase price for the Teekay Vessels
      was approximately $88,000,000, comprised of (i) a cash payment of approximately
      $21,300,000 and (ii) borrowings of approximately $66,700,000 of non-recourse
      indebtedness under a secured loan agreement with Fortis Capital Corp. (see
      Note
      7).  The LLC paid an acquisition fee to the Manager of approximately
      $2,640,000 relating to this transaction.  Simultaneously with the
      closing of the purchase of the Teekay Vessels, the Teekay Vessels were bareboat
      chartered back to an affiliate of Teekay Corporation for a term of five years.
       The charter commenced on April 11, 2007.





*Auto
      Parts Manufacturing Equipment*





On
      March
      30, 2007, the LLC, through its wholly-owned subsidiary, ICON French Equipment
      I,
      LLC (“ICON Heuliez”), entered into a purchase and sale agreement (the
“Agreement”) with Heuliez SA (“HSA”) and Heuliez Investissements SNC (“Heuliez”)
      to purchase certain auto parts manufacturing equipment from Heuliez.  In
      connection with the Agreement, ICON Heuliez agreed to lease back the equipment
      to HSA and Heuliez, respectively, for an initial term of 60
      months.  The purchase price for the equipment was approximately
      $11,994,000 (€9,000,000) at March 30, 2007.  The LLC incurred
      professional fees of approximately $51,000 and paid an acquisition fee to the
      Manager of approximately $360,000 relating to this transaction.  These
      fees were capitalized as part of the acquisition cost of the
      equipment.    The leases commenced on April 1, 2007.





*Information
      Technology Equipment*





On
      December 29, 2006, the LLC, through its wholly-owned subsidiary, ICON Global
      Crossing III, LLC (“ICON Global Crossing III”), purchased state-of-the-art
      telecommunications equipment for approximately $9,779,000 in cash. This
      equipment is subject to a lease with Global Crossing Telecommunications, Inc.
      and Global Crossing North American Networks, Inc. (collectively, the “Global
      Crossing Group”).  The term of the lease is 48 months, and commenced
      on January 1, 2007.  The LLC paid an acquisition fee to the Manager of
      approximately $293,000 relating to this transaction.





During
      February 2007, ICON Global Crossing III purchased approximately $6,893,000
      of
      additional equipment that is subject to a lease with the Global Crossing
      Group.  The term of the lease is 48 months, and commenced on March 1,
      2007.  The LLC paid an acquisition fee to the Manager of approximately
      $207,000 relating to this transaction.








8
 *Table
          of Contents*





ICON
          Leasing Fund Eleven, LLC
 (A
          Delaware Limited Liability Company)
 Notes
          to
          Condensed Consolidated Financial Statements
 June
          30,
          2007
 (unaudited)




(5)
              Investments
                    in Operating Leases -
                    continued


*Other*





The
      LLC
      entered into various operating leases for its manufacturing, transportation,
      bank machines and office equipment.  The leases range in terms from
      less than one to five years and expire through April 2012.





Aggregate
      minimum future rentals receivable from each of the LLC’s non-cancelable
      leases over the next five years consist of the following at June 30,
      2007:





Year
                EndingDecember
                31,
            
            
            Total2007
            
            
            $
            48,846,7022008
            
            
            
            84,487,6442009
            
            
            
            74,360,4112010
            
            
            
            59,006,1492011
            
            
            
            19,362,910$
            286,063,816





(6)
            Joint
                Ventures





The
      joint
      ventures described below are not consolidated with the LLC.





ICON
      AEROTV, LLC





The
      LLC
      owns a 50% interest in ICON AeroTV, LLC (“ICON AeroTV”), whose sole purpose was
      owning equipment leased to AeroTV Ltd (“AeroTV”).  On February 13, 2007,
      AeroTV’s customer, the largest scheduled bus line in Europe, terminated its
      service agreement with AeroTV. Shortly
      thereafter, AeroTV notified the Manager of its inability to pay certain rent
      owed to ICON AeroTV and subsequently filed for insolvency protection in the
      United Kingdom. In February 2007, ICON AeroTV sent a notice to AeroTV
      terminating the Master Lease Agreement.  Certain facts came to light that
      gave the Manager serious concerns regarding the propriety of AeroTV's actions
      during and after the execution of the lease with AeroTV. On April 18, 2007
      ICON
      AeroTV filed a lawsuit in the United Kingdom’s High Court of Justice, Queen’s
      Bench Division against AeroTV and one of its directors for fraud. Subsequently,
      ICON AeroTV received a default judgment against the AeroTV director. ICON AeroTV
      is currently in the process of registering and executing the
      judgment.  At this time, it is not possible to determine the ability
      to collect the judgment.





On
      February 20, 2007, ICON AeroTV wrote off its leased assets with a remaining
      cost
      basis of approximately $441,000, offsetting the loss was the recognition of
      the
      relinquished security deposit and deferred income of approximately $288,000,
      resulting in a loss of approximately $153,000. During March 2007, ICON AeroTV
      collected approximately $218,000 of the remaining rent balance.  In April
      2007, all the remaining amounts previously contributed to ICON AeroTV for the
      purchase of on board digital audio/visual systems were returned to the LLC
      and
      Fund Ten, which amount together with accrued interest was approximately
      $5,215,000.








9
 *Table
          of Contents*





ICON
          Leasing Fund Eleven, LLC
 (A
          Delaware Limited Liability Company)
 Notes
          to
          Condensed Consolidated Financial Statements
 June
          30,
          2007
 (unaudited)





(6)
            Joint
                Ventures - continued





ICON
      EAM,
      LLC





On
      November 9, 2005, the LLC, along with Fund Ten, formed ICON EAM, LLC (“ICON
      EAM") and each contributed approximately $5,618,000 in cash for a 50% interest
      in ICON EAM with the intention of purchasing industrial gas meters and
      accompanying data gathering equipment that would be subject to a Master Lease
      with EAM Assets Ltd. (“EAM”). EAM is a meter asset manager whose business is
      maintaining industrial gas meters in the United Kingdom.  EAM was
      unable to meet its conditions precedent to the LLC’s obligations to perform
      under the Master Lease. The
      Manager attempted to negotiate a resolution with EAM regarding its failure
      to
      meet those conditions precedent. Based on the Manager’s further due diligence,
      the Manager determined it was not in the LLC’s best interest to enter into a
      work-out situation with EAM at that time. All amounts funded to ICON EAM in
      anticipation of purchasing the industrial gas meters and accompanying data
      gathering equipment were deposited into an interest bearing escrow account
      controlled by ICON EAM's legal counsel.  In April 2007, ICON EAM's
      initial investment and all accrued interest were returned to the LLC and Fund
      Ten, amounting to approximately $13,833,000.





(7)
            Notes
                Payable – Non-Recourse





*Product
      Tankers*





In
      connection with the acquisition of the Teekay Vessels (See Note 5), the Teekay
      Purchasers entered into a non-recourse senior secured loan agreement (the
“Teekay Loan Agreement”) with Fortis Capital Corp. (“Fortis Capital”) for
      $66,656,754.  Pursuant to the terms of the Teekay Loan Agreement,
      there were two advances of $33,328,377 each for the acquisition of the Senang
      Spirit and the Sebarok Spirit, respectively.  The advances are both
      cross-collateralized, have a maturity date of
      April
      11, 2012 and accrue interest at the London Interbank Offered Rate (“LIBOR”) plus
      1.00% per year.





The
      advances require monthly principal payments through April 11, 2012, totaling
      approximately $5,796,000 in 2007, $8,924,000 in 2008, $9,515,000 in 2009,
      $10,051,000 in 2010, $10,659,000 in 2011, and $2,939,000 in 2012.  On
      April 11, 2012 a balloon payment of approximately $18,800,000 is due and
      payable.  The LLC may, at its discretion, make periodic prepayments of
      the outstanding principal balance without penalty.





As
      part
      of the acquisition of the Teekay Vessels, the LLC assumed two 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 with an affiliate of Fortis Capital to minimize the LLC’s risk for
      interest rate fluctuations.  These interest rate swap contracts were
      effective on April 11, 2007, have an aggregate notional amount of approximately
      $33,333,000 per contract and will fix the interest rate at 5.125% per year,
      thereby fixing the overall interest rate at 6.125%.  The LLC accounts
      for these swap contracts as fair value hedges in accordance with Statement
      of
      Financial Accounting Standards (“SFAS”) No. 133 (“SFAS No. 133”), as amended,
      and recognizes the periodic change in the fair value of the interest rate swap
      contracts through the statement of income.  For the six months ended
      June 30, 2007, the LLC recorded approximately $340,000 through the statement
      of
      income as interest expense.





At
      June
      30, 2007, the outstanding balance of the non-recourse debt obligations for
      the
      Teekay Vessels was $65,122,778.






10
 *Table
          of Contents*




ICON
          Leasing Fund Eleven, LLC
 (A
          Delaware Limited Liability Company)
 Notes
          to
          Condensed Consolidated Financial Statements
 June
          30,
          2007
 (unaudited)




(7)
            Notes
                Payable – Non-Recourse - continued




*Leasing
      Portfolio*





In
      connection with the acquisition of the Leasing Portfolio from Clearlink (See
      Note 4), the LLC incurred non-recourse debt obligations.  In the
      ordinary course of business, the LLC continually enters into non-recourse debt
      obligations in order to finance acquisitions to the Leasing
      Portfolio.  For the six months ended June 30, 2007, the LLC incurred
      additional borrowings of approximately $21,952,000.  At June 30, 2007,
      the Leasing Portfolio’s non-recourse debt obligations accrue interest at rates
      ranging from 4.59% to 7.36% per year and mature at various dates through
      September 2015.  At June 30, 2007, the outstanding balance of the
      non-recourse debt obligations was $85,837,211.





(8)
            Revolving
                Loan Facility - Recourse





On
      August
      31, 2005, the LLC, together with certain of its affiliates (entities sponsored
      and organized by the Manager), ICON Income Fund Eight B, L.P. (“Fund Eight B”),
      Fund Nine, and Fund Ten (collectively, the "Borrowers") entered into a
      Commercial Loan Agreement (the "Loan Agreement"), with California Bank &
Trust (the “Lender”). The Loan Agreement provides for a revolving line of credit
      of up to $17,000,000 pursuant to a senior secured revolving loan facility (the
      "Facility") which is secured by all assets of the Borrowers not subject to
      a
      first priority lien, as defined in the Loan Agreement. Each of the Borrowers
      is
      jointly and severally liable for all amounts borrowed under the Facility.
      Amounts available under the Facility are subject to a borrowing base that is
      determined, subject to certain limitations, on the present value of the future
      receivables under certain lease agreements in which the Borrowers have a
      beneficial interest.





As
      part
      of the Loan Agreement, the Borrowers are required to comply with certain
      financial covenants, including, a minimum debt coverage ratio, a tangible net
      worth covenant, a leverage ratio and a minimum liquidity covenant. The Borrowers
      are in compliance with these covenants at June 30, 2007. The Loan Agreement
      prohibits the Borrowers from declaring or paying any distribution to investors
      if such a payment would cause the Borrowers to become non-compliant with the
      financial covenants in the Loan Agreement.





In
      addition, on August 31, 2005, the Borrowers entered into a Contribution
      Agreement (the "Contribution Agreement") pursuant to which the Borrowers agreed
      to certain restrictions on the amounts and terms of their respective borrowings
      under the Facility in order to minimize the risk that a Borrower would be unable
      to repay its portion of the outstanding obligations under the Facility at any
      time. These restrictions include, but are not limited to, borrowing in excess
      of
      the lesser of (a) an amount each Borrower could reasonably expect to repay
      in
      one year from its projected free cash flow, or
      (b)
      the greater of (i) the borrowing base, as defined in the Loan Agreement, as
      applied to such and (ii) 50% of the net worth of such Borrower.  The
      Contribution Agreement also provides that, in the event a Borrower pays an
      amount under the Contribution Agreement in excess of its share of the total obligations
      under the Facility, whether by reason of an event of default or otherwise,
      the
      other Borrowers will immediately make a contribution payment to such Borrower
      and in such amount that the aggregate amount paid by each Borrower reflects
      its
      allocable share of the aggregate obligations under the Facility. The Borrowers'
      obligations to each other under the Contribution Agreement are collateralized
      by
      a subordinate lien on the assets of each Borrower. The Borrowers are in
      compliance with the Contribution Agreement at June 30, 2007 and no amounts
      are
      due to or payable by the LLC under the Contribution Agreement.






11
 *Table
          of Contents*




ICON
        Leasing Fund Eleven, LLC
 (A
        Delaware Limited Liability Company)
 Notes
        to
        Condensed Consolidated Financial Statements
 June
        30,
        2007
 (unaudited)





(8)
            Revolving
                Loan Facility - Recourse -
                continued





On
      December 26, 2006, the Borrowers entered into a Loan Modification Agreement
      (the
“Loan Modification”) to the Loan Agreement. The changes to the Loan Agreement
      are an extension of the Facility from August 31, 2007 to September 30, 2008
      and
      the lowering of (i) the interest rate for advances under the Facility from
      the
      Lender’s prime rate plus 0.25% to the Lender’s prime rate and (ii) the interest
      rate on the five separate advances that are permitted to be made under the
      Facility at the
      rate
      at which United States dollar deposits can be acquired by the Lender in the
      London Interbank Eurocurrency Market (the “LIBOR Rate”) plus 2.75% per year to
      the LIBOR Rate plus 2.5% per year. In addition, pursuant to the terms of the
      Loan Modification, the Borrowers no longer have to maintain a cash
      reserve.  The interest rate at June 30, 2007 was 8.25%.





On
      June
      20, 2007, the Loan Agreement, the Contribution Agreement and the Loan
      Modification were modified so that ICON Leasing Fund Twelve, LLC, an affiliate
      of the manager (“Fund Twelve”) became a permitted borrower. Although Fund Twelve
      does not have any outstanding borrowings under the Facility, as a result of
      its
      entry into the Loan Modification, it is jointly and severally liable for the
      outstanding balance.





Aggregate
      borrowings by all Borrowers under the Facility amounted to $6,755,000 at June
      30, 2007.  The LLC currently has no borrowings under the
      Facility.





(9)
            Comprehensive
                income





Comprehensive
      income consists of the following:





Three
                Months Ended
            
            
            Six
                Months EndedJune
                30,
            
            
            June
                30,2007
            
            
            2006
            
            
            2007
            
            
            2006Net
                income
            
            $
            2,146,158
            
            
            $
            221,147
            
            
            $
            663,655
            
            
            $
            837,475Other
                comprehensive income:Change
                in valuation of interest rate swap contracts
            
            
            670,100
            
            
            
            (27,864
            )
            
            
            592,650
            
            
            
            (27,864
            )Change
                in valuation of warrants held by joint venture
            
            
            (16,242
            )
            
            
            (548,082
            )
            
            
            (489,923
            )
            
            
            640,037Foreign
                currency translation adjustments
            
            
            4,925,915
            
            
            
            1,933,762
            
            
            
            5,480,624
            
            
            
            1,308,004Comprehensive
                income
            
            $
            7,725,931
            
            
            $
            1,578,963
            
            
            $
            6,247,006
            
            
            $
            2,757,652







12
 *Table
          of Contents*




ICON
        Leasing Fund Eleven, LLC
 (A
        Delaware Limited Liability Company)
 Notes
        to
        Condensed Consolidated Financial Statements
 June
        30,
        2007
 (unaudited)
 (10)
              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 was entitled to receive 3.5% on capital raised
      up to $50,000,000, 2.5% of capital raised between $50,000,001 and $100,000,000
      and 1.5% of capital raised over $100,000,000.  ICON Securities was
      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 the LLC Agreement, the LLC pays the Manager (i)
      management fees ranging from 1% to 7% based on a percentage of the rentals
      recognized either directly by the LLC or through its joint ventures, and (ii)
      acquisition fees, through the end of the operating period, of 3% of the gross
      value of the LLC’s acquisition transactions.  In addition, the Manager
      is reimbursed for administrative expenses incurred in connection with the LLC’s
      operations.  The Manager has assigned its rights and obligations to
      provide the LLC with administrative services and collect reimbursement for
      those
      services relating to the Leasing Portfolio to the Manager’s Canadian affiliate,
      ICON Funding ULC, pursuant to a management agreement between the Manager and
      ICON Funding ULC.





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





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





The
      Manager also has a 1% interest in the LLC’s profits, losses, cash distributions
      and liquidation proceeds. The LLC paid distributions to the Manager of $208,068
      for the six months ended June 30, 2007.  The Manager’s interest in the
      LLC’s net income for the three months ended June 30, 2007 and 2006 was $21,461
      and $2,211, respectively.  The Manager’s interest in the LLC’s net
      income for the six months ended June 30, 2007 and 2006 was $6,637 and $8,375,
      respectively.







13
 *Table
          of Contents*




ICON
        Leasing Fund Eleven, LLC
 (A
        Delaware Limited Liability Company)
 Notes
        to
        Condensed Consolidated Financial Statements
 June
        30,
        2007
 (unaudited)




(10)
            Transactions
                  with Related Parties -
                  continues




Fees
      and
      other expenses paid or accrued by the LLC to the Manager or its affiliates
      for
      the three and six months ended June 30, 2007 and 2006, are as
      follows:





Three
                Months EndedJune
                30,Entity
            Capacity
            Description
            
            2007
            
            
            2006ICON
                Capital Corp.
            Manager
            Organization
                andoffering
                expenses (1)
            
            $
            238,066
            
            
            $
            695,199ICON
                Securities Corp.
            Managing
                broker-dealer
            Underwriting
                fees (1)
            
            $
            317,421
            
            
            $
            926,933ICON
                Capital Corp.
            Manager
            Acquisition
                fees (2)
            
            $
            1,557,705
            
            
            $
            11,307,096ICON
                Capital Corp.
            Manager
            Management
                fees (3)
            
            $
            1,673,428
            
            
            $
            912,901ICON
                Capital Corp. and affiliate
            Manager
            Administrative
                fees (3)
            
            $
            1,288,944
            
            
            $
            1,613,312Six
                Months EndedJune
                30,Entity
            Capacity
            Description
            
            2007
            
            
            2006ICON
                Capital Corp.
            Manager
            Organization
                andoffering
                expenses (1)
            
            $
            1,095,103
            
            
            $
            1,383,705ICON
                Securities Corp.
            Managing
                broker-dealer
            Underwriting
                fees (1)
            
            $
            1,460,137
            
            
            $
            1,844,940ICON
                Capital Corp.
            Manager
            Acquisition
                fees (2)
            
            $
            4,380,612
            
            
            $
            12,620,524ICON
                Capital Corp.
            Manager
            Management
                fees (3)
            
            $
            3,155,492
            
            
            $
            1,085,414ICON
                Capital Corp. and affiliate
            Manager
            Administrative
                fees (3)
            
            $
            2,989,827
            
            
            $
            2,523,865(1)
                Amount charged directly to members' equity.(2)
                Amount capitalized and amortized to operations.(3)
                Amount charged directly to operations.





At
      June
      30, 2007, the LLC had a net payable due to its Manager and affiliates of
      $43,458.  The Manager was due $116,080 for acquisition fees and
      $26,871 for management fees.  These amounts were offset by $95,980
      owed to the LLC by the Manager for certain acquisition expense reimbursements
      refunded by Heuliez SA and Heuliez Investissements SNC.




(11)
            Lease
                    Program





The
      LLC
      has a program (the “Program”), in which lessees may participate, that
      streamlines the process of ordering, accepting and leasing equipment under
      the
      lessee’s master lease agreement (the “Master Lease Agreement”) for information
      technology equipment.  The Program allows lessees to periodically and
      systematically order equipment either directly from the manufacturer or from
      the
      LLC, which acts as a reseller and procures equipment for the lessee, to meet
      their current equipment






14
 *Table
          of Contents*





ICON
        Leasing Fund Eleven, LLC
 (A
        Delaware Limited Liability Company)
 Notes
        to
        Condensed Consolidated Financial Statements
 June
        30,
        2007
 (unaudited)


(11)
            Lease
                    Program - continued





requirements
      without having to negotiate a new lease agreement with the
      LLC.  In order to participate in the Program, lessees must meet
      certain credit requirements, as defined in the form agreement governing
      the terms of the Program (the “Program Agreement”), and may not be in default
      under the Program Agreement or the Master Lease Agreement.





In
      advance of each calendar quarter, the LLC notifies the Program participants
      of the estimated cost of new equipment purchases available for that
      participant during the coming quarter as well as the monthly rental payment
      that
      will be applied to each piece of equipment purchased.  At June 30,
      2007, the LLC had approved approximately $30,096,000 for equipment
      purchases during the next quarter with lease terms commencing on or before
      October 1, 2007, of which approximately $11,200,000 was for U.S. lessees,
      approximately $8,890,000 was for Canadian lessees and approximately $10,006,000
      was for United Kingdom lessees.




(12)
            Recent
                    Accounting
                    Pronouncements





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






15
 *Table
          of Contents*






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





The
      following is a discussion of our results of operations and current financial
      position. This discussion should be read together with our unaudited condensed
      consolidated financial statements and related notes included elsewhere in this
      report, Part II, Item 1A. Risk Factors and the audited financial statements
      and related notes included in our Annual Report on Form 10-K for the year ended
      December 31, 2006.





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





**Forward-Looking
      Statements**





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





**Overview**





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





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







16
 *Table
          of Contents*








At
      June
      30, 2007, our portfolio, which we hold either directly or through joint venture
      investments with affiliates, consists primarily of the following equipment
      subject to lease:





*Auto
      Parts Manufacturing Equipment*





·
            We
                have a 100% interest in auto parts manufacturing equipment which
                is
                subject to lease with Heuliez SA (“HSA”) and Heuliez Investissements SNC
                (“Heuliez”).  The leases expire on April 1,
                2012.





*Lumber
      Processing Equipment*





·
            We
                have a 100% interest in equipment, plant and machinery, which is
                subject
                to lease with The Teal Jones Group and Teal Jones Lumber Services,
                Inc.
                (collectively, “Teal Jones”).  The lease expires in November
                2013.





*Marine
      Vessels*





·**
            We
                have a 100% interest in two product tankers, the Senang Spirit and
                the
                Sebarok Spirit, which are subject to bareboat charters with an affiliate
                of Teekay Corporation that expire in April
                2012.





·
            We
                have a 100% interest in four product carrying vessels, the M/T Doubtless,
                the M/T Faithful, the M/T Spotless, and the M/T Vanguard (the “Tankers”),
                which are subject to bareboat charters with subsidiaries of Top Tankers,
                Inc. that expire in February 2011.





·
            We
                have a 100% interest in four container vessels on bareboat charter
                to ZIM
                Integrated Shipping Services Ltd. (“ZIM”), the M/V Adaman Sea (f/k/a ZIM
                America), the M/V Japan Sea (f/k/a ZIM Japan), the M/V ZIM Hong Kong,
                and
                the M/V ZIM Israel (collectively the “ZIM Vessels”).  The M/V
                Adaman Sea (f/k/a ZIM America) and the M/V Japan Sea (f/k/a ZIM Japan)
                have bareboat charters that expire in November 2010, and the M/V
                ZIM Hong
                Kong and the M/V ZIM Israel have bareboat charters that expire in
                January
                2011.





*Information
      Technology and Technology-Related Equipment*





·
            We
                own 1,019 equipment leases with predominantly large, investment grade
                lessees that are comprised mainly of information technology and
                technology-related equipment, including personal computers and
                client/server equipment.





*Telecommunications
      Equipment*





·
            We
                have a 61.4% interest in ICON Global Crossing, LLC (“ICON Global
                Crossing”), which purchased state-of-the-art telecommunications equipment
                from various vendors, which was then leased to Global Crossing
                Telecommunications, Inc. (“Global Crossing”). The lease will expire on
                March 31, 2010.





·
            We
                have a 13.3% interest in ICON Global Crossing II, LLC (“ICON Global
                Crossing II”), which purchased state-of-the-art telecommunications
                equipment from various vendors, which was then leased to Global Crossing
                and Global Crossing North American Networks, Inc. (collectively,
                the
                “Global Crossing Group”). The lease will expire on October 31,
                2010.





·
            We
                have a 100% interest in ICON Global Crossing III, LLC (“ICON Global
                Crossing III”), which purchased state-of-the-art telecommunications
                equipment from various vendors, which was then leased to the Global
                Crossing Group.  The leases will expire on January 1, 2011 and
                March 1, 2011.







17
 *Table
          of Contents*





***Lease
      and Other Significant Transactions***





*Auto
      Parts Manufacturing Equipment*





On
      March
      30, 2007, through our wholly-owned subsidiary, ICON French Equipment I, LLC
      (“ICON Heuliez”), we entered into a purchase and sale agreement (the
“Agreement”) with Heuliez SA (“HSA”) and Heuliez Investissements SNC (“Heuliez”)
      to purchase certain auto parts manufacturing equipment from Heuliez.  In
      connection with the Agreement, ICON Heuliez agreed to lease back the equipment
      to HSA and Heuliez, respectively, for an initial term of 60
      months.  The purchase price for the equipment was approximately
      $11,994,000 (€9,000,000) at March 30, 2007.  We incurred professional
      fees of approximately $51,000 and paid an acquisition fee to the Manager of
      approximately $360,000 relating to this transaction.  These fees were
      capitalized as part of the acquisition cost of the equipment.   
The leases commenced on April 1, 2007.





*Marine
      Vessels*





*Product
      Tankers*





On
      April
      11, 2007, we acquired, through our wholly-owned subsidiaries, ICON Senang,
      LLC
      and ICON Sebarok, LLC, two Aframax 95,649 DWT product tankers - the Senang
      Spirit and the Sebarok Spirit (collectively, the "Teekay Vessels"). The purchase
      price for the Teekay Vessels was approximately $88,000,000, comprised of (i)
      a
      cash payment of approximately $21,300,000 and (ii) borrowings of approximately
      $66,700,000 of non-recourse indebtedness under a secured loan agreement with
      Fortis Capital Corp.  We paid an acquisition fee to the Manager of
      approximately $2,640,000 relating to this transaction.  Simultaneously
      with the closing of the purchase of the Teekay Vessels, the Teekay Vessels
      were
      bareboat chartered back to an affiliate of Teekay Corporation for a term of
      five
      years.  The charter commenced on April 11, 2007.





*Information
      Technology and Technology-Related Equipment*





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





The
      Leasing Portfolio, which was acquired effective as of March 1, 2006, was
      acquired by us from our Manager and ICON Canada, Inc., an affiliate of our
      Manager, for approximately $144,591,000, which included a cash payment of
      approximately $49,361,000 and the assumption of non-recourse debt and other
      assets and liabilities related to the Leasing Portfolio of approximately
      $95,230,000.





For
      the
      six months ended June 30, 2007, we purchased approximately $18,905,000 of new
      equipment. At June 30, 2007, there were 1,019 leases in the Leasing Portfolio
      with an aggregate original equipment cost of approximately
      $190,948,000.  We paid an acquisition fee to our Manager of
      approximately $579,000 and $2,913,000, for the six months ended June 30, 2007
      and 2006, respectively.  We paid an acquisition fee to our Manager of
      approximately $301,000 and $2,677,000, for the three months ended June 30,
      2007
      and 2006, respectively.  The weighted average remaining term of the
      leases was 18 months.  At June 30, 2007, 10 lessees comprised 62% of
      the total equipment cost of the Leasing Portfolio and 59% of the total
      outstanding booked residual value of the Leasing Portfolio.  At June
      30, 2007, the residual value of the equipment subject to lease was approximately
      $22,125,000, compared to approximately $23,600,000 when we acquired the Leasing
      Portfolio.  For the six months ended June 30, 2007, 143 lease
      schedules terminated, resulting in a realization rate of approximately
      118%.  We anticipate that as additional leases expire this year, the
      Leasing Portfolio will continue to perform at approximately the same or at
      a
      slightly lower rate of residual realization.






18
 *Table
          of Contents*





The
      Leasing Portfolio’s continued performance is contingent upon us realizing on the
      expected future value of the technology equipment in the Leasing Portfolio
      (which is a rapidly depreciating asset class) after the base term of the lease
      expires and the non-recourse loan has been paid off.  We utilize third
      party resources and our own historical experience to determine the rate of
      amortization and the fair market value of the equipment at lease expiration,
      taking into account the type of equipment, its useful life, anticipated customer
      activity at lease expiration and anticipated changes in technology. At this
      time, we have no reason to believe that we will not continue to meet or exceed
      our expectations on the residual value of the Leasing Portfolio.





Of
      the 86
      current lessees in the Leasing Portfolio, 22 lessees continued to enter into
      new
      leases in 2007, and we added 105 new lease schedules. It may become increasingly
      difficult to add new lease schedules to the Leasing Portfolio, because some
      of
      our lessees have begun to purchase more of their technology equipment instead
      of
      leasing it from us and we continue to encounter pricing pressures from many
      of
      the captive leasing companies.  As a result, we expect the total
      number of lessees and lease schedules in the Leasing Portfolio to decline
      slightly in the next quarter.





*Telecommunications
      Equipment*





On
      December 29, 2006, we purchased, through our wholly-owned subsidiary, ICON
      Global Crossing III, state-of-the-art telecommunications equipment for
      approximately $9,779,000. This equipment is subject to a lease with the Global
      Crossing Group.  The term of the lease is 48 months, and commenced on
      January 1, 2007.  We paid an acquisition fee to our Manager of
      approximately $293,000 relating to this transaction.





During
      February 2007, ICON Global Crossing III purchased approximately $6,893,000
      of
      additional equipment that is subject to a lease with the Global Crossing
      Group.  The term of the lease is 48 months, and commenced on March 1,
      2007.  We paid an acquisition fee to our Manager of approximately
      $207,000 relating to this transaction.





*Digital
      Audio/Visual Entertainment Systems*





We
      own a
      50% interest in ICON AeroTV, LLC (“ICON AeroTV”), whose sole purpose was to own
      equipment leased to AeroTV Ltd (“AeroTV”).  On February 13, 2007, AeroTV’s
      customer, the largest scheduled bus line in Europe, terminated its service
      agreement with AeroTV. Shortly thereafter, AeroTV notified our Manager of its
      inability to pay certain rent owed to ICON AeroTV and subsequently filed for
      insolvency protection in the United Kingdom. In February 20, 2007, ICON AeroTV
      sent a notice to AeroTV terminating the Master Lease Agreement. Certain
      facts came to light that gave the Manager serious concerns regarding the
      propriety of AeroTV's actions during and after the execution of the lease with
      AeroTV.  On April 18, 2007, ICON AeroTV filed a lawsuit in the United
      Kingdom’s High Court of Justice, Queen’s Bench Division against AeroTV and one
      of its directors for fraud.  Subsequently, ICON AeroTV received a
      default judgment against the AeroTV director. ICON AeroTV is currently in the
      process of registering and executing the judgment.  At this time it is not
      possible to determine the ability to collect the judgment.





On
      February 20, 2007, ICON AeroTV wrote off its leased assets with a remaining
      cost
      basis of approximately $441,000, off-setting the loss was the recognition of
      the
      relinquished security deposit and deferred income of approximately $288,000,
      resulting in a loss of approximately $153,000. During March 2007, ICON AeroTV
      collected approximately $218,000 of the remaining rent balance.  In April
      2007, all the remaining amounts previously contributed to ICON AeroTV for the
      purchase of on board digital audio/visual systems were returned to us and Fund
      Ten, which amount together with accrued interest was approximately
      $5,215,000.







19
 *Table
          of Contents*







**Results
      of Operations for the Three Months Ended June 30, 2007 (the “2007 Quarter”) and
      2006 (the “2006 Quarter”)**





We
      commenced operations on May 6, 2005, completed our offering period in April
      2007
      and are currently in our operating period.  We raised total equity of
      $365,198,690 from our Commencement of Operations through June 30,
      2007.  With the net proceeds from our offering, we have acquired and
      anticipate acquiring both income leases and growth leases.  As our
      leases expire, we may sell the equipment and reinvest the proceeds in additional
      equipment subject to leases or re-lease the equipment.  We anticipate
      incurring both gains and losses on the sales of equipment during our operating
      period. Additionally, we expect to see our rental income and finance income
      increase, as well as related expenses such as depreciation and amortization
      expense and interest expense.  We anticipate that the fees we pay our
      Manager to operate and manage our business portfolio will increase during this
      period as our Manager will be spending a greater portion of its time managing
      our portfolio.





Revenue
      for the 2007 Quarter and the 2006 Quarter are summarized as
      follows:





Three
                Months Ended June 30,2007
            
            
            2006
            
            
            ChangeTotal
                revenue
            
            $
            29,490,437
            
            
            $
            16,608,196
            
            
            $
            12,882,241Rental
                income
            
            
            26,393,233
            
            
            
            14,484,472
            
            
            
            11,908,761Finance
                income
            
            
            1,646,045
            
            
            
            990,869
            
            
            
            655,176(Loss)
                income from investment in joint ventures
            
            
            (14,748
            )
            
            
            118,115
            
            
            
            (132,863
            )Net
                gain on sales of new equipment
            
            
            362,452
            
            
            
            280,617
            
            
            
            81,835Net
                (loss) gain on sales of leased equipment
            
            
            (129,815
            )
            
            
            317,550
            
            
            
            (447,365
            )Interest
                and other income
            
            
            1,233,270
            
            
            
            416,573
            
            
            
            816,697





Total
      revenue for the 2007 Quarter increased by $12,882,241, or 77.6%, as compared
      to
      the 2006 Quarter.  The increase in our rental and finance income was
      primarily attributable to a full three months of rental and finance income
      from
      the Tankers and ZIM Vessels, the lumber processing equipment, Global Crossing
      III, the auto parts manufacturing equipment and the Teekay
      Vessels.  In the 2006 Quarter, our revenue was derived primarily from
      our acquisition of the Leasing Portfolio.  The ZIM Vessels, the
      Tankers and the Teekay Vessels accounted for approximately $4,529,000,
      $3,984,000 and $2,751,000, respectively of the increase in rental and finance
      income for the 2007 Quarter.






20
 *Table
          of Contents*




Expenses
      for the 2007 Quarter and the 2006 Quarter are summarized as
      follows:





Three
                Months Ended June 30,2007
            
            
            2006
            
            
            ChangeTotal
                expenses
            
            $
            28,549,388
            
            
            $
            16,387,049
            
            
            $
            12,162,339Depreciation
                and amortization
            
            
            20,902,767
            
            
            
            12,025,343
            
            
            
            8,877,424Interest
            
            
            4,018,120
            
            
            
            1,437,151
            
            
            
            2,580,969Management
                fees - Manager
            
            
            1,673,428
            
            
            
            912,901
            
            
            
            760,527Administrative
                expense reimbursements -Manager
                and affiliate
            
            
            1,288,944
            
            
            
            1,613,312
            
            
            
            (324,368
            )General
                and administrative
            
            
            411,812
            
            
            
            133,314
            
            
            
            278,498Bad
                debt expense
            
            
            -
            
            
            
            -
            
            
            
            -Minority
                interest
            
            
            254,317
            
            
            
            265,028
            
            
            
            (10,711
            )





Total
      expenses for the 2007 Quarter increased by $12,162,339, or 74.2%, as compared
      to
      the 2006 Quarter.  The overall increase in expenses was primarily due
      to increased expenses from our equipment acquisitions as compared to the 2006
      Quarter.  The increase in depreciation and amortization
      expense and interest expense was primarily attributable to our acquisitions
      of
      the Tankers and the ZIM Vessels in June 2006. The ZIM Vessels, the Tankers
      and
      the Teekay Vessels accounted for approximately $5,132,000, $3,955,000 and
      $1,910,000, respectively of the increase in depreciation and amortization
      expense and interest expense for 2007 Quarter.  We anticipate that as
      we continue to acquire assets subject to lease that our expenses, particularly
      depreciation and interest, will continue to increase.




*Provision
      For Income Taxes*





Certain
      of our direct and indirect wholly-owned subsidiaries are unlimited
      liability companies and are taxed as corporations under the laws of
      Canada.  Other indirect wholly-owned subsidiaries are taxed as
      corporations in Barbados.  For the 2007 Quarter the provision for
      income taxes was comprised of $443,021 in current taxes and $762,088 in deferred
      taxes.





*Net
      Income*





As
      a
      result of the foregoing factors, net income for the 2007 Quarter was $2,146,158
      as compared to net income for the 2006 Quarter of $221,147.  The net income
      per weighted average number of additional member share for the 2007 Quarter
      was
      $5.87 as compared to the net income per weighted average number of additional
      member share for the 2006 Quarter of $1.25.







21
 *Table
          of Contents*








**Results
      of Operations for the Six Months Ended June 30, 2007 (the “2007 Period”) and
      2006 (the “2006 Period”)**





Revenue
      for the 2007 Period and the 2006 Period are summarized as follows:





Six
                Months Ended June 30,2007
            
            
            2006
            
            
            ChangeTotal
                revenue
            
            $
            56,364,006
            
            
            $
            21,946,214
            
            
            $
            34,417,792Rental
                income
            
            
            49,211,323
            
            
            
            18,304,268
            
            
            
            30,907,055Finance
                income
            
            
            3,978,255
            
            
            
            1,388,002
            
            
            
            2,590,253Income
                from investment in joint ventures
            
            
            20,932
            
            
            
            381,225
            
            
            
            (360,293
            )Net
                gain on sales of new equipment
            
            
            551,708
            
            
            
            280,617
            
            
            
            271,091Net
                (loss) gain on sales of leased equipment
            
            
            (47,054
            )
            
            
            421,522
            
            
            
            (468,576
            )Interest
                and other income
            
            
            2,648,842
            
            
            
            1,170,580
            
            
            
            1,478,262





Total
      revenue for the 2007 Period increased by $34,417,792, or 156.8%, as compared
      to
      the 2006 Period.  The increase in our rental and finance income was
      primarily attributable to a full period of rental and finance income from the
      Tankers and ZIM Vessels acquired in June 2006, the Leasing Portfolio acquired
      in
      March 2006, and Global Crossing III and the Teekay Vessels.  The ZIM
      Vessels, the Tankers, the Leasing Portfolio and the Teekay Vessels accounted
      for
      approximately $9,797,000, $8,733,000, $6,925,000 and $2,751,000, respectively
      of
      the increase in rental and finance income for the 2007 Period. For the 2006
      Period, our revenue was derived primarily from our acquisition of the Leasing
      Portfolio.




Expenses
      for the 2007 Period and the 2006 Period are summarized as follows:





Six
                Months Ended June 30,2007
            
            
            2006
            
            
            ChangeTotal
                expenses
            
            $
            56,203,603
            
            
            $
            21,108,739
            
            
            $
            35,094,864Depreciation
                and amortization
            
            
            40,493,297
            
            
            
            15,117,575
            
            
            
            25,375,722Interest
            
            
            7,916,534
            
            
            
            1,781,682
            
            
            
            6,134,852Management
                fees - Manager
            
            
            3,155,492
            
            
            
            1,085,414
            
            
            
            2,070,078Administrative
                expense reimbursements -Manager
                and affiliate
            
            
            2,989,827
            
            
            
            2,523,865
            
            
            
            465,962General
                and administrative
            
            
            1,132,803
            
            
            
            265,160
            
            
            
            867,643Bad
                debt expense
            
            
            -
            
            
            
            70,015
            
            
            
            (70,015
            )Minority
                interest
            
            
            515,650
            
            
            
            265,028
            
            
            
            250,622





Total
      expenses for the 2007 Period increased by $35,094,864, or 166.3%, as compared
      to
      the 2006 Period.  The overall increase in expenses was primarily due
      to the increased expenses from the full period impact of our equipment
      acquisitions in 2006 and the additional impact of our acquisitions in
      2007.  The increase in depreciation and amortization expense and
      interest expense was primarily attributable to our acquisition of the Leasing
      Portfolio in March 2006, the Tankers and the ZIM Vessels in June 2006. The
      ZIM
      Vessels, the Tankers and the Leasing Portfolio accounted for approximately
      $10,957,000, $8,526,000 and $6,798,000, respectively of the increase in
      depreciation and amortization expense and interest expense for the 2007
      Period.  We anticipate that as we continue to acquire assets subject
      to lease that our expenses, particularly depreciation and interest, will
      continue to increase.








22
 *Table
          of Contents*








*Provision
      For Income Taxes*





Certain
      of our direct and indirect wholly-owned subsidiaries are unlimited
      liability companies and are taxed as corporations under the laws of
      Canada.  Other indirect wholly-owned subsidiaries are taxed as
      corporations in Barbados.  For the 2007 Period the provision for
      income taxes was comprised of $258,836 in current taxes and $762,088 in deferred
      taxes.





*Net
      Income*





As
      a
      result of the foregoing factors, net income for the 2007 Period was $663,655
      as
      compared to net income for the 2006 Period of $837,475.  The net gain per
      weighted average number of additional member share for the 2007 Period was
      $1.93
      as compared to the net income per weighted average number of additional member
      share for the 2006 Period of $5.45.





**Liquidity
      and Capital Resources**





*Sources
      and Uses of Cash*





At
      June
      30, 2007 and 2006, we had cash and cash equivalents of $66,534,381 and
      $34,267,482, respectively. During our offering period, our main source of cash
      was from financing activities and during our operating period, we anticipate
      our
      main source of cash will be from investing activities, which we expect will
      continue during our liquidation period. During our offering period, our main
      use
      of cash was from investing activities and during our operating period, our
      main
      use of cash will be from financing activities, which we anticipate will continue
      during the liquidation period.





*Operating
      Activities*




*Sources
      of cash*




Our
      main
      source of cash from operating activities in the 2007 Period was from the
      collection of non-financed receivables from our finance leases.





Our
      main
      sources of cash from operating activities in the 2006 Period were from the
      collection of non-financed receivables from our finance leases and the
      collection of rental income from our operating leases.





*Investing
      Activities*




*Sources
      of cash*




Our
      main
      source of cash from investing activities in the 2007 Period was from proceeds
      from sales of equipment of approximately $15,697,000 of new and leased equipment
      in our Leasing Portfolio.  We also received approximately $9,900,000
      in distributions from our joint venture investments.





Our
      main
      source of cash from investing activities in the 2006 Period was from proceeds
      from sales of equipment in our Leasing Portfolio of approximately
      $6,964,000.








23
 *Table
          of Contents*




*Uses
      of cash*




Our
      main
      use of cash for investing activities in the 2007 Period was for the purchase
      of
      leased equipment of approximately $82,890,000, relating to the acquisition
      of
      the information technology equipment in our Leasing Portfolio,
      telecommunications equipment, auto parts manufacturing equipment and product
      tankers.  We also paid approximately $3,636,000, net for notes
      receivables investments to two of our lessees.





Our
      main
      use of cash for investing activities in the 2006 Period was for the purchase
      of
      leased equipment of approximately $139,811,000, relating to the acquisition
      of
      the Leasing Portfolio, the Tankers and the ZIM Vessels.  We also made
      investments in joint ventures of approximately $4,598,000.





*Financing
      Activities*




*Sources
      of cash*




Our
      main
      source of cash from financing activities in the 2007 Period was from the
      issuance of additional member shares, net of sales and offering
      expenses.  We sold 72,982 additional member shares, representing
      approximately $72,982,000 of capital contributions.  We paid and
      accrued various selling expenses of approximately $8,393,000, which provided
      us
      with net proceeds from the sale of our member shares of approximately
      $64,589,000.





Our
      main
      source of cash from financing activities in the 2006 Period was from the
      issuance of additional member shares, net of sales and offering
      expenses.  We sold 92,247 additional member shares, representing
      approximately $92,247,000 of capital contributions.  We paid and
      accrued various selling expenses of approximately $10,598,000, which provided
      us
      with net proceeds from the sale of our member shares of approximately
      $81,649,000.





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





During
      the 2007 Period, we paid sales commissions of $5,837,282 to unrelated third
      parties, paid $1,460,137 to ICON Securities, who receives or is entitled to
      receive, a 2% underwriting fee from the gross proceeds from sales of all member
      shares to the additional members, and we paid $1,095,103 to our Manager, who
      is
      entitled to receive a fee for organization and offering expenses.





We
      also
      received proceeds from non-recourse notes payable on the Leasing Portfolio
      of
      approximately $21,952,000 and $12,847,000 during the 2007 Period and 2006
      Period, respectively.





*Uses
      of cash*




Our
      main
      use of cash for financing activities in the 2007 Period was for the repayment
      of
      approximately $37,722,000 of non-recourse notes payable on the Leasing
      Portfolio, the Tankers and the ZIM Vessels.  We also paid or accrued
      distributions to our members of approximately $20,801,000.




Our
      main
      use of cash for financing activities in the 2006 Period was for the repayment
      of
      approximately $12,155,000 of non-recourse notes payable on the Leasing
      Portfolio.  We also paid distributions to our members of approximately
      $6,315,000.




*Financings
      and Borrowings*





*Non-Recourse
      Notes Payable*





We
      have
      non-recourse debt at June 30, 2007 of $312,402,268.  All of our
      non-recourse debt consists of notes payable in which the lender has a security
      interest in the equipment. In some cases, in addition to the security interest,
      the lender has an assignment of the rental payments under the
      lease.  In that case, the lender is being paid directly by the
      lessee.  In other cases, we receive the rental payments and remit to
      the lender.






24
 *Table
          of Contents*








*Revolving
      Loan Facility*





On
      August
      31, 2005, we, together with certain of our affiliates (entities sponsored and
      organized by our Manager), ICON Income Fund Eight B L.P., Fund Nine, and Fund
      Ten (collectively, the "Borrowers") entered into a Commercial Loan Agreement
      (the "Loan Agreement"), with California Bank & Trust (the
“Lender”).  The Loan Agreement provides for a revolving line of credit
      of up to $17,000,000 pursuant to a senior secured revolving loan facility (the
      "Facility") which is secured by all assets of the Borrowers not subject to
      a
      first priority lien, as defined in the Loan Agreement. Each of the Borrowers
      is
      jointly and severally liable for all amounts borrowed under the Facility.
      Amounts available under the Facility are subject to a borrowing base that is
      determined, subject to certain limitations, on the present value of the future
      receivables under certain lease agreements in which the Borrowers have a
      beneficial interest.





As
      part
      of the Loan Agreement, the Borrowers are required to comply with certain
      financial covenants, including, a minimum debt coverage ratio, a tangible net
      worth covenant, a leverage ratio and a minimum liquidity covenant. The Borrowers
      are in compliance with these covenants at June 30, 2007. The Loan Agreement
      prohibits the Borrowers from declaring or paying any distribution to investors
      if such a payment would cause the Borrowers to become non-compliant with the
      financial covenants in the Loan Agreement.





In
      addition, on August 31, 2005, the Borrowers entered into a Contribution
      Agreement (the "Contribution Agreement") pursuant to which the Borrowers agreed
      to certain restrictions on the amounts and terms of their respective borrowings
      under the Facility in order to minimize the risk that a Borrower would be unable
      to repay its portion of the outstanding obligations under the Facility at any
      time. These restrictions include, but are not limited to, borrowing in excess
      of
      the lesser of (a) an amount each Borrower could reasonably expect to repay
      in
      one year from its projected free cash flow, or (b) the greater of (i) the
      borrowing base, as defined in the Loan Agreement, as applied to such and (ii)
      50% of the net worth of such Borrower. The Contribution Agreement also provides
      that, in the event a Borrower pays an amount under the Contribution Agreement
      in
      excess of its share of the total obligations under the Facility, whether by
      reason of an event of default or otherwise, the other Borrowers will immediately
      make a contribution payment to such Borrower and in such amount that the
      aggregate amount paid by each Borrower reflects its allocable share of the
      aggregate obligations under the Facility. The Borrowers' obligations to each
      other under the Contribution Agreement are collateralized by a subordinate
      lien
      on the assets of each Borrower. The Borrowers are in compliance with the
      Contribution Agreement at June 30, 2007 and no amounts are due to or payable
      by
      us under the Contribution Agreement.





On
      December 26, 2006, the Borrowers entered into a Loan Modification Agreement
      (the
“Loan Modification”) to the Loan Agreement. The changes to the Loan Agreement
      are an extension of the Facility from August 31, 2007 to September 30, 2008
      and
      the lowering of (i) the interest rate for advances under the Facility from
      the
      Lender’s prime rate plus 0.25% to the Lender’s prime rate and (ii) the interest
      rate on the five separate advances that are permitted to be made under the
      Facility at the rate at which United States dollar deposits can be acquired
      by
      the Lender in the London Interbank Eurocurrency Market (the “LIBOR Rate”) plus
      2.75% per year to the LIBOR Rate plus 2.5% per year. In addition, pursuant
      to
      the terms of the Loan Modification, the Borrowers no longer have to maintain
      a
      cash reserve.  The interest rate at June 30, 2007 was
      8.25%.





On
      June
      20, 2007, the Loan Agreement, the Contribution Agreement and the Loan
      Modification were modified so that ICON Leasing Fund Twelve, LLC, an affiliate
      of the Manager (“Fund Twelve”) became a permitted borrower. Although Fund Twelve
      does not have any outstanding borrowings under the Facility, as a result of
      its
      entry into the Loan Modification, it is jointly and severally liable for the
      outstanding balance.





Aggregate
      borrowings by all Borrowers under the Facility amounted to $6,755,000 at June
      30, 2007.  We currently have no borrowings under the
      Facility.





Our
      Manager believes that with the cash we have currently available and with the
      cash being generated from our leases, we have sufficient cash to continue our
      operations into the foreseeable future.  We have the ability to borrow
      funds under the Facility if necessary.  However, our ability to
      generate cash in the future is subject to general economic, financial,
      competitive, regulatory and other factors that affect our lessee’s business that
      are beyond our control.  See “Part II, Item 1A. Risk
      Factors.”






25
 *Table
          of Contents*





*Distributions*





We
      pay
      monthly distributions to our members starting with the first month after the
      additional members’ admission and continue to pay such distributions until the
      termination of the operating period.  We paid distributions to our
      additional members of $20,592,687 and $6,251,776 for the 2007 Period and 2006
      Period, respectively.  We also paid distributions to our Manager of
      $208,068 and $63,171 for the 2007 Period and 2006 Period,
      respectively.





**Contractual
      Obligations and Commitments**





*Contractual
      Obligations*





At
      June
      30, 2007, we have non-recourse debt obligations. The lenders have security
      interests in the equipment relating to each non-recourse debt instrument and,
      in
      some cases, an assignment of the rental payments under the leases associated
      with the equipment. In that case, the lender is being paid directly by the
      lessee.  In other cases, we receive the rental payments and pay the
      lender.  If the lessee were to default on the non-recourse debt, the
      equipment would be returned to the lender in extinguishment of the non-recourse
      debt. At June 30, 2007, our outstanding non-recourse debt obligations were
      $312,402,268, inclusive of certain accrued interest.  We are a party
      to the Facility as discussed in the financing and borrowings section above.
      We
      have no borrowings under the Facility at June 30, 2007.





*Commitments*





We
      have a
      program (the “Program”), in which lessees may participate, that streamlines the
      process of ordering, accepting and leasing equipment under the lessee’s master
      lease agreement (the “Master Lease Agreement”) for information technology
      equipment.  The Program allows lessees to periodically and systematically
      order equipment either directly from the manufacturer or from us, acting as
      a
      reseller and procuring equipment for the lessee, to meet their current equipment
      requirements without having to negotiate a new lease agreement with
      us.  In order to participate in the Program, lessees must meet certain
      credit requirements, as defined in the form agreement governing the terms of
      the
      Program (the “Program Agreement”), and may not be in default under the Program
      Agreement or the Master Lease Agreement.  In advance of each calendar
      quarter, we notify the Program participants of the estimated cost of new
      equipment purchases available for that participant during the coming quarter
      as
      well as the monthly rental payment that will be applied to each piece of
      equipment purchased.  While the amount of equipment actually purchased
      rarely meets the pre-approved amount, it is an indicator of the amount of
      business that we anticipate entering into with these lessees in the upcoming
      quarter.  At June 30, 2007, the LLC had approved approximately
      $30,096,000 for equipment purchases during the next quarter with lease terms
      commencing on or before October 1, 2007, of which approximately $11,200,000
      was
      for U.S. lessees, approximately $8,890,000 was for Canadian lessees and
      approximately $10,006,000 was for United Kingdom lessees.







26
 *Table
          of Contents*








**Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk**





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





**Item
      4. Controls and Procedures**





*Evaluation
      of disclosure controls and procedures*





In
      connection with the preparation of this Quarterly Report on Form 10-Q for the
      period ended June 30, 2007, as well as the condensed consolidated financial
      statements  and Quarterly Reports on Form 10-Q for the period ended
      June 30, 2007 for our affiliates, our Manager carried out an evaluation, under
      the supervision and with the participation of the management of our Manager,
      including its Chief Executive Officer and the Principal Financial and Accounting
      Officer, of the effectiveness of the design and operation of our Manager’s
      disclosure controls and procedures as of the end of the period covered by this
      report pursuant to the Securities Exchange Act of 1934. Based on the foregoing
      evaluation, except as noted below, the Chief Executive Officer and the Principal
      Financial and Accounting Officer concluded that our Manager’s disclosure
      controls and procedures were effective.





While
      evaluating our Manager’s disclosure controls and procedures during 2006, our
      Manager recognized that greater internal controls were needed to aid in a more
      efficient closing of our financial statements, thereby requiring our Manager
      to
      hire additional skilled accounting staff. In response, our Manager hired several
      additional accounting staff members who are certified public accountants and/or
      are experienced with public reporting entities, including three additional
      senior accountants with more than 16, 10 and 9 years, respectively, of
      experience with public reporting entities, the most senior of those accountants
      having assumed the responsibilities of the senior vice president of
      accounting. 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.







27
 *Table
          of Contents*





**PART
      II - OTHER INFORMATION**





**Item
      1.  Legal Proceedings**





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





**Item
      1A.  Risk Factors**





There
      have been no material changes from the risk factors disclosed in “Item 1A. Risk
      Factors” of our Annual Report on Form 10-K for the year ended December 31,
      2006.





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





Our
      Manager consented to us redeeming 1,190 additional member shares during the
      2007
      Period. The redemption amounts are calculated according to a specified
      redemption formula in accordance with the LLC agreement.  Redeemed
      shares have no voting rights and do not share in distributions.  The
      LLC agreement limits the number of shares which can be redeemed in any one
      year
      and redeemed shares may not be reissued. The following table details our
      additional member redemptions:





Total
                Number ofAdditional
                Member
            
            
            Price
                  Paid PerAdditionalShares
                Redeemed
            
            
            Member
              SharesJanuary
                1, 2007 through January 31, 2007
            
            
            74
            
            
            $
            821.16February
                1, 2007 through February 28, 2007
            
            
            27
            
            
            $
            823.35March
                1, 2007 through March 31, 2007
            
            
            69
            
            
            $
            768.08April
                1, 2007 through April 30, 2007
            
            
            82
            
            
            $
            741.33May
                1, 2007 through May 31, 2007
            
            
            1
            
            
            $
            885.71June
                1, 2007 through June 30, 2007
            
            
            937
            
            
            $
            879.80




**Item
      3.  Defaults Upon Senior
      Securities**





Not
      applicable.





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





No
      matters were submitted to a vote of security holders during the 2007
      Period.





**Item
      5.  Other Information**





Not
      applicable.




**Item
      6. Exhibits**





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







28
 *Table
          of Contents*





**SIGNATURES**





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





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





*Date:
      August 14, 2007*





*/s/
      Thomas W. Martin*


Thomas
      W.
      Martin


Chairman,
      Chief Executive Officer and President of the Manager


(Principal
      Executive Officer)


ICON
      Capital Corp.


Manager
      of ICON Leasing Fund Eleven, LLC





*Date:
      August 14, 2007*





*/s/Michael A. Reisner*


Michael
      A. Reisner


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


(Principal
      Financial and Accounting Officer)


ICON
      Capital Corp.


Manager
      of ICON Leasing Fund Eleven, LLC






29