<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

                                       OR

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____TO_____


                         Commission file number 0-21518

                            IEA INCOME FUND XII, L.P.
             (Exact name of registrant as specified in its charter)


          California                                             94-3143940
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

         444 Market Street, 15th Floor, San Francisco, California 94111
         (Address of principal executive offices)            (Zip Code)

                                 (415) 677-8990
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]. No [ ].


<PAGE>   2

                            IEA INCOME FUND XII, L.P.

                  REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD
                               ENDED JUNE 30, 2000

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>


                                                                                                                         PAGE
<S>      <C>                                                                                                             <C>
PART I - FINANCIAL INFORMATION

  Item 1.   Financial Statements


            Condensed Balance Sheets - June 30, 2000 and December 31, 1999 (unaudited)                                     4


            Condensed Statements of Operations for the three and six months ended June 30, 2000 and 1999 (unaudited)       5


            Condensed Statements of Cash Flows for the six months ended June 30, 2000 and 1999 (unaudited)                 6


            Notes to Condensed Financial Statements (unaudited)                                                            7


  Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations                         10


  Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                    11


PART II - OTHER INFORMATION


  Item 6.   Exhibits and Reports on Form 8-K                                                                              12
</TABLE>


                                       2

<PAGE>   3

                         PART I - FINANCIAL INFORMATION


  Item 1.   Financial Statements

            Presented herein are the Registrant's condensed balance sheets as of
            June 30, 2000 and December 31, 1999, condensed statements of
            operations for the three and six months ended June 30, 2000 and
            1999, and condensed statements of cash flows for the six months
            ended June 30, 2000 and 1999.


                                       3

<PAGE>   4


                            IEA INCOME FUND XII, L.P.

                            CONDENSED BALANCE SHEETS

                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                                                       June 30,        December 31,
                                                                                         2000               1999
                                                                                    -------------      -------------
                        Assets
<S>                                                                                 <C>                <C>
Current assets:
    Cash and cash equivalents, includes $1,073,931 at June 30, 2000 and
        $1,111,325 at December 31, 1999 in interest-bearing accounts                $   1,107,140      $   1,111,425
    Net lease receivables due from Leasing Company
        (notes 1 and 2)                                                                   467,002            585,156
                                                                                    -------------      -------------

             Total current assets                                                       1,574,142          1,696,581
                                                                                    -------------      -------------

Container rental equipment, at cost                                                    61,036,141         61,857,061
    Less accumulated depreciation                                                      27,557,912         26,191,802
                                                                                    -------------      -------------
        Net container rental equipment                                                 33,478,229         35,665,259
                                                                                    -------------      -------------

             Total assets                                                           $  35,052,371      $  37,361,840
                                                                                    =============      =============

                 Liabilities and Partners' Capital

Current liabilities:
    Accrued expenses                                                                $     152,700      $     254,500
                                                                                    -------------      -------------

Partners' capital (deficit):
    General partner                                                                      (138,270)          (116,193)
    Limited partners                                                                   35,037,941         37,223,533
                                                                                    -------------      -------------

             Total partners' capital                                                   34,899,671         37,107,340
                                                                                    -------------      -------------

             Total liabilities and partners' capital                                $  35,052,371      $  37,361,840
                                                                                    =============      =============
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.

                                        4


<PAGE>   5


                            IEA INCOME FUND XII, L.P.

                       CONDENSED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                Three Months Ended                   Six Months Ended
                                                           -----------------------------       -----------------------------
                                                             June 30,          June 30,          June 30,          June 30,
                                                               2000              1999              2000              1999
                                                           -----------       -----------       -----------       -----------
<S>                                                        <C>               <C>               <C>               <C>
Net lease revenue (notes 1 and 3)                          $ 1,110,443       $   807,130       $ 2,064,964       $ 1,900,605

Other operating expenses:
   Depreciation                                                903,406           915,596         1,809,169         1,831,492
   Other general and administrative expenses                    28,986            24,779            59,469            57,730
                                                           -----------       -----------       -----------       -----------
                                                               932,392           940,375         1,868,638         1,889,222
                                                           -----------       -----------       -----------       -----------

      Income (loss) from operations                            178,051          (133,245)          196,326            11,383

Other income (loss):
   Interest income                                              13,491            23,621            28,210            47,574
   Net gain (loss) on disposal of equipment                   (126,245)           14,061          (167,021)          (78,624)
                                                           -----------       -----------       -----------       -----------
                                                              (112,754)           37,682          (138,811)          (31,050)
                                                           -----------       -----------       -----------       -----------

      Net income (loss)                                    $    65,297       $   (95,563)      $    57,515       $   (19,667)
                                                           ===========       ===========       ===========       ===========

Allocation of net income (loss):
   General partner                                         $    37,637       $    47,419       $    76,393       $    95,966
   Limited partners                                             27,660          (142,982)          (18,878)         (115,633)
                                                           -----------       -----------       -----------       -----------

                                                           $    65,297       $   (95,563)      $    57,515       $   (19,667)
                                                           ===========       ===========       ===========       ===========

Limited partners' per unit share of net income (loss)      $      0.01       $     (0.04)      $     (0.01)      $     (0.03)
                                                           ===========       ===========       ===========       ===========
</TABLE>

The accompanying notes are an integral part of these condensed financial
statements.

                                        5


<PAGE>   6


                            IEA INCOME FUND XII, L.P.

                       CONDENSED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                             Six Months Ended
                                                        -----------------------------
                                                         June 30,          June 30,
                                                           2000              1999
                                                        -----------       -----------
<S>                                                     <C>               <C>
Net cash provided by operating activities               $ 2,061,992       $ 2,025,957

Cash provided by (used in) investing activities:
   Proceeds from disposal of equipment                      198,907           365,461
   Purchase of container rental equipment                        --          (199,342)
   Acquisition fees paid to general partner                      --            (9,967)
                                                        -----------       -----------

         Net cash provided by investing activities          198,907           156,152
                                                        -----------       -----------

Cash used in financing activities:
   Distribution to partners                              (2,265,184)       (2,581,492)
                                                        -----------       -----------


Net decrease in cash and cash equivalents                    (4,285)         (399,383)


Cash and cash equivalents at January 1                    1,111,425         2,407,614
                                                        -----------       -----------


Cash and cash equivalents at June 30                    $ 1,107,140       $ 2,008,231
                                                        ===========       ===========
</TABLE>

The accompanying notes are an integral part of these condensed financial
statements.

                                       6


<PAGE>   7

                            IEA INCOME FUND XII, L.P.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


(1)    Summary of Significant Accounting Policies

       (a)  Nature of Operations

            IEA Income Fund XII, L.P. (the "Partnership") is a limited
            partnership organized under the laws of the State of California on
            August 28, 1991 for the purpose of owning and leasing marine cargo
            containers worldwide to ocean carriers. To this extent, the
            Partnership's operations are subject to the fluctuations of world
            economic and political conditions. Such factors may affect the
            pattern and levels of world trade. The Partnership believes that the
            profitability of, and risks associated with, leases to foreign
            customers is generally the same as those of leases to domestic
            customers. The Partnership's leases generally require all payments
            to be made in United States currency.

            Cronos Capital Corp. ("CCC") is the general partner and, with its
            affiliate Cronos Containers Limited (the "Leasing Company"), manages
            the business of the Partnership. CCC and the Leasing Company also
            manage the container leasing business for other partnerships
            affiliated with the general partner. The Partnership shall continue
            until December 31, 2011, unless sooner terminated upon the
            occurrence of certain events.

            The Partnership commenced operations on January 31, 1992, when the
            minimum subscription proceeds of $2,000,000 were obtained. The
            Partnership offered 3,750,000 units of limited partnership interest
            at $20 per unit, or $75,000,000. The offering terminated on November
            30, 1992, at which time 3,513,594 limited partnership units had been
            purchased.

       (b)  Leasing Company and Leasing Agent Agreement

            The Partnership has entered into a Leasing Agent Agreement whereby
            the Leasing Company has the responsibility to manage the leasing
            operations of all equipment owned by the Partnership. Pursuant to
            the Agreement, the Leasing Company is responsible for leasing,
            managing and re-leasing the Partnership's containers to ocean
            carriers, and has full discretion over which ocean carriers and
            suppliers of goods and services it may deal with. The Leasing Agent
            Agreement permits the Leasing Company to use the containers owned by
            the Partnership, together with other containers owned or managed by
            the Leasing Company and its affiliates, as part of a single fleet
            operated without regard to ownership. Since the Leasing Agent
            Agreement meets the definition of an operating lease in Statement of
            Financial Accounting Standards (SFAS) No. 13, it is accounted for as
            a lease under which the Partnership is lessor and the Leasing
            Company is lessee.

            The Leasing Agent Agreement generally provides that the Leasing
            Company will make payments to the Partnership based upon rentals
            collected from ocean carriers after deducting direct operating
            expenses and management fees to CCC and the Leasing Company. The
            Leasing Company leases containers to ocean carriers, generally under
            operating leases which are either master leases or term leases
            (mostly one to five years). Master leases do not specify the exact
            number of containers to be leased or the term that each container
            will remain on hire but allow the ocean carrier to pick up and drop
            off containers at various locations; rentals are based upon the
            number of containers used and the applicable per-diem rate.
            Accordingly, rentals under master leases are all variable and
            contingent upon the number of containers used. Most containers are
            leased to ocean carriers under master leases; leasing agreements
            with fixed payment terms are not material to the financial
            statements. Since there are no material minimum lease rentals, no
            disclosure of minimum lease rentals is provided in these condensed
            financial statements.


                                       7                            (Continued)
<PAGE>   8


                            IEA INCOME FUND XII, L.P.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



       (c)  Basis of Accounting

            The Partnership utilizes the accrual method of accounting. Net lease
            revenue is recorded by the Partnership in each period based upon its
            leasing agent agreement with the Leasing Company. Net lease revenue
            is generally dependent upon operating lease rentals from operating
            lease agreements between the Leasing Company and its various
            lessees, less direct operating expenses and management fees due in
            respect of the containers specified in each operating lease
            agreement.

       (d)  Financial Statement Presentation

            These condensed financial statements have been prepared without
            audit. Certain information and footnote disclosures normally
            included in financial statements prepared in accordance with
            generally accepted accounting procedures have been omitted. It is
            suggested that these condensed financial statements be read in
            conjunction with the financial statements and accompanying notes in
            the Partnership's latest annual report on Form 10-K.

            The preparation of financial statements in conformity with
            accounting principles generally accepted in the United States (GAAP)
            requires the Partnership to make estimates and assumptions that
            affect the reported amounts of assets and liabilities and disclosure
            of contingent assets and liabilities at the date of the financial
            statements and the reported amounts of revenues and expenses during
            the reported period. Actual results could differ from those
            estimates.

            The interim financial statements presented herewith reflect all
            adjustments of a normal recurring nature which are, in the opinion
            of management, necessary to a fair statement of the financial
            condition and results of operations for the interim periods
            presented. The results of operations for such interim periods are
            not necessarily indicative of the results to be expected for the
            full year.


(2)    Net Lease Receivables Due from Leasing Company

       Net lease receivables due from the Leasing Company are determined by
       deducting direct operating payables and accrued expenses, base management
       fees payable, and reimbursed administrative expenses payable to CCC and
       its affiliates from the rental billings payable by the Leasing Company to
       the Partnership under operating leases to ocean carriers for the
       containers owned by the Partnership. Net lease receivables at June 30,
       2000 and December 31, 1999 were as follows:

<TABLE>
<CAPTION>

                                                                  June 30,         December 31,
                                                                    2000               1999
                                                                -------------      -------------

<S>                                                             <C>                <C>
            Gross lease receivables                             $   1,753,164      $   1,676,207
            Less:
            Direct operating payables and accrued expenses            512,044            432,023
            Damage protection reserve                                 162,543            189,163
            Base management fees payable                              254,608            271,648
            Reimbursed administrative expenses                         87,290             33,911
            Allowance for doubtful accounts                           269,677            164,306
                                                                -------------      -------------

            Net lease receivables                               $     467,002      $     585,156
                                                                =============      =============
</TABLE>


                                       8                            (Continued)
<PAGE>   9


                            IEA INCOME FUND XII, L.P.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


(3)    Net Lease Revenue

       Net lease revenue is determined by deducting direct operating expenses,
       base management fees and reimbursed administrative expenses to CCC and
       its affiliates from the rental revenue billed by the Leasing Company
       under operating leases to ocean carriers for the containers owned by the
       Partnership. Net lease revenue for the three and six-month periods ended
       June 30, 2000 and 1999 were as follows:

<TABLE>
<CAPTION>

                                                         Three Months Ended               Six Months Ended
                                                     --------------------------      --------------------------
                                                      June 30,        June 30,        June 30,        June 30,
                                                        2000            1999            2000            1999
                                                     ----------      ----------      ----------      ----------

            <S>                                      <C>             <C>             <C>             <C>
            Rental revenue (note 4)                  $1,714,440      $1,607,095      $3,473,528      $3,469,521
            Less:
            Rental equipment operating expenses         382,873         585,546         947,946       1,123,244
            Base management fees                        116,994         110,702         232,984         238,968
            Reimbursed administrative expenses          104,130         103,717         227,634         206,704
                                                     ----------      ----------      ----------      ----------

                                                     $1,110,443      $  807,130      $2,064,964      $1,900,605
                                                     ==========      ==========      ==========      ==========
</TABLE>

(4)    Operating Segment

       The Financial Accounting Standards Board has issued SFAS No. 131,
       "Disclosures about Segments of an Enterprise and Related Information,"
       which changes the way public business enterprises report financial and
       descriptive information about reportable operating segments. An operating
       segment is a component of an enterprise that engages in business
       activities from which it may earn revenues and incur expenses, whose
       operating results are regularly reviewed by the enterprise's chief
       operating decision maker to make decisions about resources to be
       allocated to the segment and assess its performance, and about which
       separate financial information is available. Management operates the
       Partnership's container fleet as a homogenous unit and has determined,
       after considering the requirements of SFAS No. 131, that as such it has a
       single reportable operating segment.

       The Partnership derives its revenues from cargo marine containers. As of
       June 30, 2000, the Partnership operated 9,101 twenty-foot, 5,110
       forty-foot and 204 forty-foot high-cube dry cargo marine containers, as
       well as 210 twenty-foot and 278 forty-foot refrigerated cargo marine
       containers. A summary of gross lease revenue, by product, for the three
       and six-month periods ended June 30, 2000 and 1999 follows:

<TABLE>
<CAPTION>

                                             Three Months Ended               Six Months Ended
                                         --------------------------      --------------------------
                                          June 30,        June 30,        June 30,        June 30,
                                            2000            1999            2000            1999
                                         ----------      ----------      ----------      ----------
<S>                                      <C>             <C>             <C>             <C>
            Dry cargo containers         $1,380,036      $1,315,528      $2,802,901      $2,805,445
            Refrigerated containers         334,404         291,567         670,627         664,076
                                         ----------      ----------      ----------      ----------

            Total                        $1,714,440      $1,607,095      $3,473,528      $3,469,521
                                         ==========      ==========      ==========      ==========
</TABLE>

       Due to the Partnership's lack of information regarding the physical
       location of its fleet of containers when on lease in the global shipping
       trade, it is impracticable to provide the geographic area information
       required by SFAS No. 131.


                                     ******

                                       9
<PAGE>   10

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations


It is suggested that the following discussion be read in conjunction with the
Registrant's most recent annual report on Form 10-K.

1)     Material changes in financial condition between June 30, 2000 and
       December 31, 1999.

       At June 30, 2000, the Registrant had $1,107,140 in cash and cash
       equivalents, a decrease of $4,285 from the cash balances at December 31,
       1999.

       The Registrant's allowance for doubtful accounts increased from $164,306
       at December 31, 1999 to $269,677 at June 30, 2000. This increase was
       attributable to the delinquent account receivable balances of
       approximately 13 lessees. The Leasing Company has either negotiated
       specific payment terms with these lessees or is pursuing other
       alternatives to collect the outstanding balances. In each instance, the
       Registrant believes it has provided sufficient reserves for all doubtful
       accounts.

       The Registrant's cash distribution from operations for the second quarter
       of 2000 was 5.0% (annualized) of the limited partners' original capital
       contributions, unchanged from the first quarter of 2000. These
       distributions are directly related to the Registrant's results from
       operations and may fluctuate accordingly. The cash distribution from
       sales proceeds for the second quarter of 2000 was 0.75% (annualized) of
       the limited partners' original capital contributions, an increase from
       the 0.25% (annualized) in the first quarter of 2000. Sales proceeds to
       its partners may fluctuate in subsequent periods, reflecting the level of
       container disposals. Distributions for the general and limited partners
       are calculated based upon the Partnership Agreement.

       The growth in the volume of world trade, a rise in exports to the Far
       East, and the global effects of a strong U.S. economy have resulted in
       improved market conditions for the container leasing industry. As a
       result of these and other factors, including repositioning initiatives
       implemented earlier in the year, utilization of the Registrant's fleet of
       containers has exhibited steady improvement in recent months. In
       addition, new container prices, as well as interest rates, have been
       rising from historically low levels. During such times, ocean carriers
       tend to reduce their capital spending to supplement their owned fleets of
       containers in favor of leasing. The pressure on per diem rates has
       impacted the Registrant's revenues, but there has been some rate
       stabilization in recent months. The Registrant will continue to take
       advantage of improving market conditions by repositioning equipment to
       locations of greatest demand as well as seeking out leasing opportunities
       that will strengthen utilization and enhance the performance of the
       fleet.


2)     Material changes in the results of operations between the three and
       six-month periods ended June 30, 2000 and the three and six-month periods
       ended June 30, 1999.

       Net lease revenue for the three and six-month periods ended June 30, 2000
       was $1,110,443 and $2,064,964, respectively, an increase of 38% and 9%,
       from the same respective periods in the prior year. Gross rental revenue
       (a component of net lease revenue) for the three and six-month periods
       ended June 30, 2000 was $1,714,440 and $3,473,528, respectively,
       reflecting an increase of 7% and less than 1% from the same respective
       periods in the prior year. Gross lease revenue was primarily impacted by
       higher utilization levels and lower per-diem rental rates. Average dry
       cargo container per-diem rental rates for the three and six-month periods
       ended June 30, 2000 declined approximately 7% and 10%, respectively, when
       compared to the same periods in the prior year. Average refrigerated
       container per-diem rental rates for the three and six-month periods ended
       June 30, 2000 declined approximately 3% and 10%, respectively, when
       compared to the same periods in the prior year.


                                       10                           (Continued)
<PAGE>   11

       The Registrant's average fleet size and utilization rates for the three
       and six-month periods ended June 30, 2000 and 1999 were as follows:

<TABLE>
<CAPTION>

                                                                        Three Months Ended            Six Months Ended
                                                                      -----------------------       ---------------------
                                                                      June 30,       June 30,       June 30,       June 30,
                                                                        2000           1999           2000           1999
                                                                      --------       --------       --------       --------
<S>                                                                   <C>            <C>            <C>            <C>
          Average fleet size (measured in twenty-foot equivalent
              units (TEU))

                  Dry cargo containers                                  19,787         20,103         19,873         20,116
                  Refrigerated containers                                  777            805            776            806
          Average Utilization
                  Dry cargo containers                                      76%            67%            75%            67%
                  Refrigerated containers                                   85%            68%            84%            69%
</TABLE>


       The Registrant's declining fleet size contributed to reductions in
       depreciation expense of 1% for both the three and six-month periods ended
       June 30, 2000 when compared to the same three and six-month periods in
       the prior year. Rental equipment operating expenses, as a percent of the
       Registrant's gross lease revenue, were 22% and 27%, respectively, during
       the three and six-month periods ended June 30, 2000, as compared to 36%
       and 32%, respectively, during the three and six-month periods ended June
       30, 1999. The Registrant's operating results contributed to a 3% decline
       in base management fees during the six-month period ended June 30, 2000
       as compared to the same period in the prior year.

       The Registrant disposed of 73 twenty-foot and 32 forty-foot dry cargo
       marine containers, as well as 11 forty-foot refrigerated cargo container
       during the second quarter of 2000, compared to 46 twenty-foot and 15
       forty-foot dry cargo marine containers during the same period in the
       prior year. These disposals resulted in a loss of $167,021 for the second
       quarter of 2000, as compared to a loss of $78,624 for the same period in
       the prior year. The Registrant does not believe that the carrying amount
       of its containers has been permanently impaired or that events or changes
       in circumstances have indicated that the carrying amount of its
       containers may not be fully recoverable. The Registrant believes that the
       loss on container disposals was a result of various factors including the
       age, condition, suitability for continued leasing, as well as the
       geographical location of the containers when disposed. These factors will
       continue to influence the amount of sales proceeds received and the
       related gain or loss on container disposals, which may fluctuate in
       subsequent periods.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

           Not applicable.


                                       11
<PAGE>   12


                           PART II - OTHER INFORMATION


Item 6.     Exhibits and Reports on Form 8-K


(a)    Exhibits

<TABLE>
<CAPTION>

         Exhibit
            No.                                 Description                                            Method of Filing
         --------      ---------------------------------------------------------------------      ------------------------

         <S>           <C>                                                                        <C>
           3(a)        Limited Partnership Agreement of the Registrant, amended and restated      *
                       as of December 2, 1991

           3(b)        Certificate of Limited Partnership of the Registrant                       **

           10          Form of Leasing Agent Agreement with Cronos Containers Limited             ***

           27          Financial Data Schedule                                                    Filed with this document
</TABLE>


(b)    Reports on Form 8-K

       No reports on Form 8-K were filed by the Registrant during the quarter
ended June 30, 2000.




------------------
*      Incorporated by reference to Exhibit "A" to the Prospectus of the
       Registrant dated December 2, 1991, included as part of Registration
       Statement on Form S-1 (No. 33-42697)

**     Incorporated by reference to Exhibit 3.2 to the Registration Statement on
       Form S-1 (No. 33-42697)

***    Incorporated by reference to Exhibit 10.2 to the Registration Statement
       on Form S-1 (No. 33-42697)


                                       12
<PAGE>   13

                                   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 thereunto duly authorized.




                                         IEA INCOME FUND XII, L.P.


                                         By  Cronos Capital Corp.
                                             The General Partner




                                         By  /s/ Dennis J. Tietz
                                           -------------------------------------
                                             Dennis J. Tietz
                                             President and Director of Cronos
                                                Capital Corp. ("CCC")
                                             Principal Executive Officer of CCC




Date: August 14, 2000


                                       13

<PAGE>   14

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

         Exhibit
            No.                                 Description                                            Method of Filing
         --------      ---------------------------------------------------------------------      ------------------------

         <S>           <C>                                                                        <C>
           3(a)        Limited Partnership Agreement of the Registrant, amended and restated      *
                       as of December 2, 1991

           3(b)        Certificate of Limited Partnership of the Registrant                       **

           10          Form of Leasing Agent Agreement with Cronos Containers Limited             ***

           27          Financial Data Schedule                                                    Filed with this document
</TABLE>











------------------
*      Incorporated by reference to Exhibit "A" to the Prospectus of the
       Registrant dated December 2, 1991, included as part of Registration
       Statement on Form S-1 (No. 33-42697)

**     Incorporated by reference to Exhibit 3.2 to the Registration Statement on
       Form S-1 (No. 33-42697)

***    Incorporated by reference to Exhibit 10.2 to the Registration Statement
       on Form S-1 (No. 33-42697)