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EXHIBIT 32

CERTIFICATION PURSUANT TO
18 U.S.C. § 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*

In connection with the Quarterly Report of IEA Income Fund XII, L.P. (the
Registrant) on Form 10-Q for the quarterly period ended June 30, 2003, as
filed with the Securities and Exchange Commission (the Report), the
undersigned, Dennis J. Tietz, the President and Chief Executive Officer of
Cronos Capital Corp., the General Partner of the Registrant, and John Kallas,
the Chief Financial Officer of Cronos Capital Corp., certify, based on their
knowledge, that:



| |                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------
| | (i) The Report fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and



| |                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) The information contained in the Report fairly
presents, in all material respects, the financial condition and
results of operation of the Registrant.
| |                                                                                                                                                            
| | August 12, 2003                                                                                                                                            

| |  |    |  |                                                 
| |  | -- |  | ------------------------------------------------
| |  | By |  | /s/ Dennis J. Tietz                             
| |  |    |  | Dennis J. Tietz, President and Chief Executive  
| |  |    |  | Officer of Cronos Capital Corp.,                
| |  |    |  | General Partner of the Registrant               
| |  |    |  |                                                 
| |  |    |  | /s/ John Kallas                                 
| |  |    |  | John Kallas, Chief Financial Officer of Cronos  
| |  |    |  | Capital Corp., General Partner of the Registrant

A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 HAS BEEN
PROVIDED TO THE COMPANY AND WILL BE RETAINED BY THE COMPANY AND FURNISHED TO
THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.



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|* |  | This certification, required by Section 906 of the Sarbanes-Oxley Act of
2002, other than as required by Section 906, shall not be deemed to be
filed with the Commission or subject to the rules and regulations
promulgated by the Commission under the Securities Exchange Act of 1934,
as amended, or to the liabilities of Section 18 of said Act.
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