SecProbe.io

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						March 9, 2005

Michael A. Reisner, Esq.
Senior Vice President and Counsel
ICON Capital Corp.
100 Fifth Avenue, Tenth Floor
New York, New York 10011

Re:	ICON Leasing Fund Eleven, LLC.
	Registration Statement on Form S-1
		File No. 333-121790
      Amended February 15, 2004

Dear Mr. Reisner:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.  Please note that the referenced page numbers refer to
the
"marked" copy of the prospectus.
      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Cover Page

1. We note your amended disclosure that if the minimum is not
achieved and subscriptions returned, investments will be returned
with interest and without deduction.  However, we partially
reissue
comment 7 of our January 28, 2005 letter.  Please disclose whether
interest will be paid to investors when they are admitted to the
partnership.

Our Compensation, page 25

2. Please reconcile your statement on the cover page and elsewhere
in
the prospectus that you will invest at least 80.71% of the
offering
proceeds in equipment with your statement that the maximum use of
debt to acquire investments will result in maximum front-end fees
of
25% of the offering proceeds.  Please revise or advise.

Investment Objectives and Policies. Page 41

3. We note that you have deleted the discussion of the equipment
leasing industry in its entirety.  Please consider including a
meaningful discussion of your industry and the competitive
conditions
that exist.  Additionally, please ensure that the sales material
only
contains information that`s in the prospectus, appropriately
balanced
with the risks involved.  Please refer to Item 101(c)(x) of
Regulation S-K.

Age of Financial Statements

4. You should update ICON Capital Corp.`s balance sheet on the
same
basis as the Fund if ICON Capital Corp. indicates a commitment,
intent or reasonable possibility that it will fund cash flow
deficits
or furnish other direct or indirect financial assistance to the
Fund.
In this regard, we note your statement in the Liquidity and
Capital
Resources section of Management`s Discussion and Analysis that
ICON
Capital Corp. has "no intent to fund any cash flow deficit of Fund
Eleven or, except as may be described in this prospectus, provide
other financial assistance to Fund Eleven."  Please address what
is
meant by "except as may be described in this prospectus."

Part II Information Not Required in the Prospectus

Undertakings, page II-2

5. Please include the undertaking specified in Item 512(f) of
Regulation S-K.  Please note that this undertaking is not limited
to
firm commitment underwriter but rather applies to all underwritten
offerings, which includes "best efforts," "minimum-maximum"
offerings.

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

   As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

   We direct your attention to Rules 460 and 461 regarding
requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

   You may contact Dale Welcome at (202) 942-2871 or Jeanne Baker
at
(202) 942-1835 if you have questions regarding comments on the
financial statements and related matters.  Please contact Craig
Slivka at (202) 942-7470 or Chris Edwards, who supervised review
of
your filing, at (202)942- 2842 with any other questions.

Sincerely,

      Pamela Long
      Assistant Director

cc:	Deborah Schwager Frowling, Esq.
	Fax: (804)644-0957
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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