AMENDMENT TO THE AMENDED AND RESTATED OPERATING AGREEMENT OF ICON INCOME FUND NINE, LLC

                                  EXHIBIT 4.1.1

                       AMENDMENT TO THE COMPANY'S AMENDED
                        AND RESTATED OPERATING AGREEMENT



                      AMENDMENT TO THE AMENDED AND RESTATED
                             OPERATING AGREEMENT OF
                           ICON INCOME FUND NINE, LLC

      This  Amendment  to the Amended and Restated  Operating  Agreement of ICON
Income Fund Nine, LLC is entered into as of August 16, 2002.

      WHEREAS,  that  certain  Amended and  Restated  Operating  Agreement  (the
"Operating Agreement") of ICON Income Fund Nine, LLC (the "Company") was entered
into on  October  1,  2001 by ICON  Capital  Corp.,  a  Connecticut  corporation
("ICON"),  as Manager,  and such additional  members as may be added pursuant to
the terms thereof (the "Members").

      WHEREAS,  the Manager has determined  that it is necessary and appropriate
to amend the Operating Agreement for the benefit of the Members.

NOW, THEREFORE,  the Operating Agreement is hereby amended effective immediately
as follows:

1.    The  first  line  of  subsection  (a) of  Section  10.5  of the  Operating
      Agreement  is hereby  amended  so as to delete  the  phrase  "second  full
      calendar quarter" and replace it with the word "day."

2.    The  first  line  of  subsection  (a) of  the  definition  of  "Applicable
      Redemption  Price" in  Section  17 of the  Operating  Agreement  is hereby
      amended to delete the term "93%" and replace it with the term "100%."

      This  Amendment to the Operating  Agreement is hereby amended as so stated
and  the  Manager  on  behalf  of the  Company  acknowledges  and  accepts  such
amendments as evidence by its signature below.

ICON INCOME FUND NINE, LLC

By: ICON Capital Corp., its Manager


    By: /s/ Xxxx X. Xxxxx
        ----------------------------
        Xxxx X. Xxxxx, President