SecProbe.io

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									April 12, 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 March 31, 2005
      Draft Supplemental Sales Material received February 22, 2005

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.

Growth of Equipment Leasing Industry, page 51

1. We note your statement that the volume of equipment financing
contracted in 2001 and 2002.  Please disclose the amount of this
contraction.

Cover Page,

2. We have considered your response to our comment on Item 10 of
Industry Guide 5.  That item refers to statements setting forth
any
rate of return, which appears to include the initial distribution
rate as described in your response.  In addition, it is unclear to
us
that investors will understand this to be anything other than a
rate
of return on their investment as described in Industry Guide 5.
Please revise to delete the reference setting forth the rate of
return.

Proposed Sales Material

3. We are unable to locate in the prospectus, all of the figures
and
statistics that you refer to in the sales materials.  For example,
we
note that information in Slide 5 contains information from
previous
versions of the prospectus and not the current amendment.  Also,
some
of the statistics in Slide 14 differ from those on page 48 of the
current prospectus.  The sales material cannot contain information
that is not in the prospectus.  Please revise the sales materials
as
appropriate or help us understand how this information is
consistent
with the prospectus.

4. Item 19 of Industry Guide 5 states that the sales material
should
present a balanced discussion of both the risk and reward.
Currently
the risk factor discussion is presented in one slide near the end
of
the presentation.  The sales material should be balanced so that
whenever a benefit is claimed, the corresponding detriment is
described as well.  Please revise all of the sales material in
accordance with this principle.

5. We note the graphs on slides 10 through 12.  We note that the
percent of investment represented by the equipment sale bar in the
chart in many cases is higher than that reflected in your prior
performance tables.  Please revise the materials to state that
these
rates are not reflective of prior history and refer the investor
to
the appropriate tables in your prospectus.

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.

   Please contact Craig Slivka at (202) 942-7470 or Chris Edwards,
who supervised review of your filing, at (202)942- 2842 with any
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. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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