8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: March 13, 2014

ICON Leasing Fund Eleven, LLC

 (Exact Name of Registrant as Specified in Charter)

Delaware	000-51916	20-1979428
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3 Park Avenue, 36th Floor

New York, New York 10016

  (Address of Principal Executive Offices)

(212) 418-4700

(Registrant’s telephone number, including area code)

Not applicable

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01                                Regulation FD Disclosure

On or about March 17, 2014, ICON Capital, LLC, the Manager of the Registrant, will notify the registered representatives of the members of the Registrant that the Registrant’s liquidation period (the “Liquidation Period”) will commence on May 1, 2014 and is expected to continue for approximately one year.  In accordance with the Registrant's Amended and Restated Limited Liability Company Agreement, during the Liquidation Period, the Registrant will begin the orderly termination of its operations and make distributions from loan payments, net rental income, and sales proceeds as its investments are liquidated.

The information in this Report is provided under Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

Item 9.01                                Financial Statements and Exhibits

(d) The following exhibit is furnished herewith:

99.1                      Notice to the Registered Representatives of the Members of the Registrant dated March 17, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ICON LEASING FUND ELEVEN, LLC
	By:  ICON CAPITAL, LLC, its Manager
Dated: March 13, 2014	By: /s/ Michael A. Reisner
	Michael A. Reisner
	Co-President and Co-Chief Executive Officer

EX-99.01

March 17, 2014

Re: ICON Leasing Fund Eleven, LLC (“Fund Eleven”)

Dear Registered Representative:

We are writing to notify you in advance that the Liquidation Period for Fund Eleven is scheduled to commence on May 1, 2014.  It is our expectation that Fund Eleven will close within twelve months.  Your clients will receive the letter below enclosed with their first quarter 2014 investor statement, which will be mailed out in early April.  Should you have any questions, please feel free to call your Marketing Director at (800) 435-5697 or our Investor Relations Department at (800) 343-3736.

April 1, 2014

Re: ICON Leasing Fund Eleven, LLC (“Fund Eleven”)

Dear Investor:

As you may recall, we notified you in May 2012 that we were extending Fund Eleven’s Operating Period for up to three years in order to allow us to invest available equity into high yielding secured investments in accordance with our current investment strategy and maximize the value of Fund Eleven. Since that time we successfully invested over $33 million in eight transactions, all of which are performing and are projected to achieve a favorable return.

Now we are writing to advise you that, effective April 30, 2014, we will officially close our Operating Period and enter the Liquidation Period, wherein we will begin the orderly termination of our operations and make distributions from loan payments, net rental income and sales proceeds as our investments are liquidated.  Our first distribution in this Liquidation Period will be paid on June 1, 2014. Please note that the amount and timing of future distributions will fluctuate as the portfolio winds down and assets are sold.

It is our expectation that Fund Eleven will close within twelve months.

As always, if you have any questions, please feel free to contact our Investor Relations Department at (800) 343-3736.

Sincerely,

ICON Capital, LLC

Michael A. Reisner Co-President and Co-CEO Mark Gatto Co-President and Co-CEO

100 Grossman Drive, Suite 301, Braintree, MA 02184  www.iconinvestments.com