<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, 1997

                                       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, 1997

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

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

  Item 1.   Financial Statements

            Balance Sheets - June 30, 1997 (unaudited) and December 31, 1996                                      4

            Statements of Operations for the three and six months ended June 30, 1997 and 1996 (unaudited)        5

            Statements of Cash Flows for the six months ended June 30, 1997 and 1996 (unaudited)                  6

            Notes to Financial Statements (unaudited)                                                             7

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


PART II - OTHER INFORMATION

  Item 6.   Exhibits and Reports on Form 8-K                                                                     13

</TABLE>



                                       2
<PAGE>   3

                         PART I - FINANCIAL INFORMATION


Item 1.     Financial Statements

            Presented herein are the Registrant's balance sheets as of June 30,
            1997 and December 31, 1996, statements of operations for the three
            and six months ended June 30, 1997 and 1996, and statements of cash
            flows for the six months ended June 30, 1997 and 1996.



                                       3
<PAGE>   4

                            IEA INCOME FUND XII, L.P.

                                 BALANCE SHEETS

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                              June 30,             December 31,
                                                                                                 1997                  1996
                                                                                             ------------           ------------
<S>                                                                                         <C>                     <C>   
                       Assets
Current assets:
    Cash and cash equivalents, includes $1,631,376 at June 30, 1997
        and $2,262,357 at December 31, 1996 in interest-bearing accounts                      $ 1,653,049            $ 2,262,639
    Net lease receivables due from Leasing Company
        (notes 1 and 2)                                                                         1,044,323              1,217,996
                                                                                              -----------            -----------

             Total current assets                                                               2,697,372              3,480,635
                                                                                              -----------            -----------

Container rental equipment, at cost                                                            63,405,182             63,140,873
    Less accumulated depreciation                                                              17,776,635             15,961,254
                                                                                              -----------            -----------
        Net container rental equipment                                                         45,628,547             47,179,619
                                                                                              -----------            -----------

Organizational costs, net                                                                          38,292                145,611
                                                                                              -----------            -----------

                                                                                              $48,364,211            $50,805,865
                                                                                              ===========            ===========

          Liabilities and Partners' Capital

Current liabilities
    Accrued expenses                                                                          $   462,948            $   462,948
    Due to general partner (notes 1 and 3)                                                         88,382                238,382
                                                                                              -----------            -----------

             Total current liabilities                                                            551,330                701,330
                                                                                              -----------            -----------

Partners' capital (deficit):
    General partner                                                                               (39,730)               (25,428)
    Limited partners                                                                           47,852,611             50,129,963
                                                                                              -----------            -----------

             Total partners' capital                                                           47,812,881             50,104,535
                                                                                              -----------            -----------

                                                                                              $48,364,211            $50,805,865
                                                                                              ===========            ===========

</TABLE>



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


                                       4
<PAGE>   5

                            IEA INCOME FUND XII, L.P.

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                            Three Months Ended                         Six Months Ended
                                                        -----------------------------             ----------------------------
                                                         June 30,           June 30,               June 30,          June 30,
                                                           1997               1996                   1997              1996
                                                        ----------         ----------             ----------        ----------
<S>                                                     <C>                <C>                    <C>               <C>           
Net lease revenue (notes 1 and 4)                       $1,346,583         $1,759,415             $2,743,047        $3,622,333
Other operating expenses:
      Depreciation                                         972,388            982,926              1,958,963         1,967,187
      Other general and administrative expenses             33,282             24,795                 50,541            48,192
                                                        ----------         ----------             ----------        ----------
                                                         1,005,670          1,007,721              2,009,504         2,015,379
                                                        ----------         ----------             ----------        ----------
           Earnings from operations                        340,913            751,694                733,543         1,606,954
Other income (expense):
      Interest income                                       21,096             33,525                 48,201            65,974
      Net gain (loss) on disposal of equipment                (626)            10,872                  8,702            33,982
                                                        ----------         ----------             ----------        ----------
                                                            20,470             44,397                 56,903            99,956
                                                        ----------         ----------             ----------        ----------
           Net earnings                                 $  361,383         $  796,091             $  790,446        $1,706,910
                                                        ==========         ==========             ==========        ==========
Allocation of net earnings:
      General partner                                   $   62,171         $   92,695             $  139,804        $  198,652
      Limited partners                                     299,212            703,396                650,642         1,508,258
                                                        ----------         ----------             ----------        ----------
                                                        $  361,383         $  796,091             $  790,446        $1,706,910
                                                        ==========         ==========             ==========        ==========
Limited partners' per unit share of net earnings        $      .09         $      .20             $      .19        $      .43
                                                        ==========         ==========             ==========        ==========

</TABLE>
   The accompanying notes are an integral part of these financial statements.


                                       5
<PAGE>   6

                            IEA INCOME FUND XII, L.P.

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                Six Months Ended
                                                                         ---------------------------------
                                                                          June 30,             June 30,
                                                                            1997                 1996
                                                                        -----------           ------------
<S>                                                                     <C>                   <C>        
Net cash provided by operating activities                               $ 2,931,817           $ 3,554,524

Cash flows provided by (used in) investing activities:
      Proceeds from sale of container rental equipment                       83,509               243,806
      Purchases of container rental equipment                              (374,111)             (221,850)
      Acquisition fees paid to general partner                             (168,706)             (451,093)
                                                                        -----------           -----------

             Net cash used in investing activities                         (459,308)             (429,137)
                                                                        -----------           -----------

Cash flows used in financing activities:
      Distribution to partners                                           (3,082,099)           (3,698,520)
                                                                        -----------           -----------

Net decrease in cash and cash equivalents                                  (609,590)             (573,133)

Cash and cash equivalents at January 1                                    2,262,639             2,827,502
                                                                        -----------           -----------

Cash and cash equivalents at June 30                                    $ 1,653,049           $ 2,254,369
                                                                        ===========           ===========

</TABLE>

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

                                       6
<PAGE>   7

                            IEA INCOME FUND XII, L.P.

                     NOTES TO UNAUDITED 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. Cronos Capital Corp. ("CCC") is the general partner and,
            with its affiliate Cronos Containers Limited (the "Leasing
            Company"), manages and controls the business of the Partnership. 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. As of
            June 30, 1997, the Partnership operated 9,349 twenty-foot, 5,307
            forty-foot and 209 forty-foot high-cube marine dry cargo containers,
            as well as 199 twenty-foot and 306 forty-foot marine refrigerated
            cargo containers.

            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 two 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 financial
            statements.


                                                                     (Continued)

                                        7


<PAGE>   8

                            IEA INCOME FUND XII, L.P.

                     NOTES TO UNAUDITED 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 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 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 generally
            accepted accounting principles (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.


(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,
       1997 and December 31, 1996 were as follows:

<TABLE>
<CAPTION>
                                                                                        June 30,        December 31,
                                                                                          1997             1996
                                                                                     -----------        ------------
<S>                                                                                 <C>                  <C>           
             Lease receivables, net of doubtful accounts
                of $325,555 at June 30, 1997 and $318,136
                at December 31, 1996                                                  $2,173,314          $2,377,329
           Less:
             Direct operating payables and accrued expenses                              620,854             634,032
             Damage protection reserve                                                   165,989             196,373
             Base management fees                                                        298,959             282,898
             Reimbursed administrative expenses                                           43,189              46,030
                                                                                      ----------          ----------

                                                                                      $1,044,323          $1,217,996
                                                                                      ==========          ==========
</TABLE>


                                                                     (Continued)


                                        8

<PAGE>   9

                            IEA INCOME FUND XII, L.P.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


(3)    Due to General Partner

       The amounts due to CCC at June 30, 1997 and December 31, 1996 consist of
       acquisition fees.


(4)    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, 1997 and 1996 was as follows:

<TABLE>
<CAPTION>

                                                        Three Months Ended                      Six Months Ended
                                                 ---------------------------------         -----------------------------
                                                     June 30,           June 30,              June 30,        June 30,
                                                       1997               1996                  1997            1996
                                                 -------------        ------------         ----------        -----------
<S>                                               <C>                 <C>                  <C>               <C>        

          Rental revenue                          $ 2,276,081         $ 2,726,723          $ 4,612,886       $ 5,543,149
          Less:
          Rental equipment operating expenses         652,195             635,453            1,311,863         1,242,387
          Base management fees                        156,321             186,487              318,083           378,627
          Reimbursed administrative expenses          120,982             145,368              239,893           299,802
                                                   ----------          ----------           ----------        ----------
                                                  $ 1,346,583         $ 1,759,415          $ 2,743,047       $ 3,622,333
                                                    =========           =========            =========         =========

</TABLE>



                                       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, 1997 and
       December 31, 1996.

       At June 30, 1997, the Registrant had $1,653,049 in cash and cash
       equivalents, a decrease of $609,590 from the December 31, 1996 cash
       balances. At June 30, 1997, the Registrant had approximately $58,000 in
       cash generated from equipment sales reserved as part of its cash
       balances. Throughout the remainder of 1997, the Registrant expects to
       continue using cash generated from equipment sales to purchase and
       replace containers which have been lost or damaged beyond repair.

       The Registrant's operating performance contributed to a 14% decline in
       net lease receivables at June 30,1 997 when compared to December 31,
       1996. The Registrant's cash distribution from operations for the second
       quarter of 1997 was 7.25% (annualized) of the limited partners' original
       capital contribution, a decline of 0.5% (annualized) from the first
       quarter of 1997. These distributions are directly related to the
       Registrant's results from operations and may fluctuate accordingly.

       During 1996, ocean carriers and other transport companies moved away from
       leasing containers outright, as declining container prices, favorable
       interest rates and the abundance of available capital resulted in ocean
       carriers and transport companies purchasing a larger share of equipment
       for their own account, reducing the demand for leased containers. Once
       the demand for leased containers began to fall, per-diem rental rates
       were also adversely affected, contributing to an uncertain start to 1997.
       Since the beginning of the year, the container leasing industry has
       experienced an upward trend in container utilization. The impact of this
       trend on the utilization rates of the Registrant has been mixed. The
       Registrant's dry container utilization rate increased from 77% at
       December 31, 1996 to 80% at June 30, 1997, while the refrigerated
       container utilization rates declined from 86% at December 31, 1996 to 82%
       at June 30, 1997, respectively. During 1996, shipping lines and other
       transport companies had reduced their leased fleets to minimal levels in
       an attempt to reduce costs. However, increasing cargo volumes and
       continued equipment imbalances within the container fleets of shipping
       lines and transport companies have established a need for these companies
       to replenish their leased fleets.

       Although there has been a general improvement in container utilization
       rates, per-diem rental rates continue to remain under pressure. The
       decline in per-diem rental rates from those evidenced during 1996 can be
       attributed to the following factors: three new leasing companies have
       offered new containers and low rental rates in an effort to break into
       the leasing market; established leasing companies have reduced rates to
       very low levels; and a continued over supply of containers. Although
       these conditions are expected to continue to impact the Registrant's
       financial condition and operating performance throughout 1997, the
       long-term outlook remains a positive one.


2)     Material changes in the results of operations between the three and
       six-month periods ended June 30, 1997 and the three and six-month periods
       ended June 30, 1996.



                                       10
<PAGE>   11

       Net lease revenue for the three and six-month periods ended June 30, 1997
       was $1,346,583 and $2,743,047, respectively, a decline of approximately
       23% and 24% from same periods in the prior year, respectively. Gross
       rental revenue (a component of net lease revenue) for the three and
       six-month periods ended June 30, 1997 was $2,276,081 and $4,612,886,
       respectively, reflecting a decline of 17% from each of the same periods
       in the prior year. During 1997, gross lease revenue was primarily
       impacted by lower per-diem rental rates and utilization levels. Average
       dry cargo container per-diem rental rates for the three and six-month
       periods ended June 30, 1997 declined approximately 12% and 9%,
       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, 1997 declined approximately 41% and 21%,
       respectively, when compared to the same periods in the prior year. Dry
       cargo container utilization, which steadily increased since December 31,
       1996, did not recover to the same levels experienced during the three and
       six-month periods ended June 30, 1996. Refrigerated container utilization
       rates declined in each of the three and six-month periods ended June 30,
       1997, as many of the term leases entered into during the Registrant's
       initial years of operation have since expired.

       The Registrant's average fleet size and utilization rates for the three
       and six-month periods ended June 30, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
                                                           Three Months Ended                         Six Months Ended
                                                       ------------------------------         ------------------------------        
                                                          June 30,          June 30,             June 30,           June 30,
                                                            1997              1996                  1997              1996
                                                       --------------  --------------         --------------    ------------
<S>                                                      <C>               <C>                     <C>               <C>   

           Average Fleet Size (measured in
                twenty-foot equivalent units (TEU))
                     Dry cargo containers                20,391            20,285                  20,331            20,301
                     Refrigerated cargo containers          811               813                     811               813
           Average Utilization
                     Dry cargo containers                    78%               83%                     77%               83%
                     Refrigerated cargo containers           83%               89%                     84%               90%

</TABLE>

       Rental equipment operating expenses were 29% and 28% of the Registrant's
       gross lease revenue during the three and six-month periods ended June 30,
       1997, respectively, as compared to 23% and 22% during the three and
       six-month periods ended June 30, 1996, respectively. This increase was
       largely attributable to an increase in costs associated with lower
       utilization levels, including handling, storage and repositioning.

       As reported in the Registrant's Current Report on Form 8-K and Amendment
       No. 1 to Current Report on Form 8-K, filed with the Commission on
       February 7, 1997 and February 26, 1997, respectively, Arthur Andersen,
       London, England, resigned as auditors of The Cronos Group, a Luxembourg
       Corporation headquartered in Orchard Lea, England (the "Parent Company"),
       on February 3, 1997.



                                       11
<PAGE>   12

       The Parent Company is the indirect corporate parent of Cronos Capital
       Corp., the general partner of the Registrant. In its letter of
       resignation to the Parent Company, Arthur Andersen states that it
       resigned as auditors of the Parent Company and all other entities
       affiliated with the Parent Company. While its letter of resignation was
       not addressed to the general partner or the Registrant, Arthur Andersen
       confirmed to the general partner that its resignation as auditors of the
       entities referred to in its letter of resignation included its
       resignation as auditors of Cronos Capital Corp. and the Registrant.
       Following Arthur Andersen's resignation, the Parent Company subsequently
       received notification from the Securities and Exchange Commission that it
       was conducting a private investigation of the Parent Company regarding
       the events and circumstances leading to Arthur Andersen's resignation.
       The results of this investigation are still pending. Accordingly, the
       Registrant does not, at this time, have sufficient information to
       determine the impact, if any, that the Securities and Exchange Commission
       investigation of the Parent Company and the concerns expressed by Arthur
       Andersen in its letter of resignation may have on the future operating
       results and financial condition of the Registrant or the Leasing
       Company's ability to manage the Registrant's fleet in subsequent periods.
       However, the general partner of the Registrant does not believe, based
       upon the information currently available to it, that Arthur Andersen's
       resignation was triggered by any concern over the accounting policies and
       procedures followed by the Registrant.

       Arthur Andersen's report on the financial statements of Cronos Capital
       Corp. and the Registrant, for either of the previous two years, has not
       contained an adverse opinion or a disclaimer of opinion, nor was any such
       report qualified or modified as to uncertainty, audit scope, or
       accounting principles. During the Registrant's previous two fiscal years
       and the subsequent interim period preceding Arthur Andersen's
       resignation, there have been no disagreements between Cronos Capital
       Corp. or the Registrant and Arthur Andersen on any matter of accounting
       principles or practices, financial statement disclosure, or auditing
       scope or procedure.

       The Registrant retained a new auditor, Moore Stephens, P.C. ("Moore
       Stephens") on April 10, 1997, as reported in the Registrant's Current
       Report on Form 8-K, filed April 14, 1997.

       The President of the Leasing Company, a subsidiary of the Parent Company,
       along with two marketing Vice Presidents, resigned in June 1997. These
       vacancies were filled by qualified, long-time employees who average over
       15 years of experience in the container leasing industry, therefore
       providing continuity in the management of the Leasing Company. The
       Registrant and general partner do not believe these changes will have a
       material impact on the future operating results and financial condition
       of the Registrant.


       Cautionary Statement

       This Quarterly Report on Form 10-Q contains statements relating to future
       results of the Registrant, including certain projections and business
       trends, that are "forward-looking statements" as defined in the Private
       Securities Litigation Reform Act of 1995. Actual results may differ
       materially from those projected as a result of certain risks and
       uncertainties, including but not limited to changes in: economic
       conditions; trade policies; demand for and market acceptance of leased
       marine cargo containers; competitive utilization and per-diem rental rate
       pressures; as well as other risks and uncertainties, including but not
       limited to those described in the above discussion of the marine
       container leasing business under Item 2., Management's Discussion and
       Analysis of Financial Condition and Results of Operations; and those
       detailed from time to time in the filings of Registrant with the
       Securities and Exchange Commission.



                                       12
<PAGE>   13

                           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 of3the 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

       The Registrant filed a Report on Form 8-K, April 14, 1997, reporting the
       appointment of the Registrant's successor certifying accountant.




------------------

*      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)



                                       13
<PAGE>   14

                                   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/ JOHN KALLAS
                                        ---------------------
                                        John Kallas
                                        Vice President, Treasurer
                                        Principal Finance & Accounting Officer



Date:  August 14, 1997



                                       14
<PAGE>   15

                                  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 of3the 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)