<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 SEPTEMBER 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)


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

          One Front 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 SEPTEMBER 30, 2000

                                TABLE OF CONTENTS



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

 Item 1. Financial Statements


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


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


         Condensed Statements of Cash Flows (unaudited) for the nine months ended
         September 30, 2000 and 1999                                                               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
        September 30, 2000 and December 31, 1999, condensed statements of
        operations for the three and nine months ended September 30, 2000 and
        1999, and condensed statements of cash flows for the nine months ended
        September 30, 2000 and 1999.



                                       3
<PAGE>   4

                            IEA INCOME FUND XII, L.P.

                            CONDENSED BALANCE SHEETS

                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                               September 30,      December 31,
                                                                                   2000               1999
                                                                               ------------       ------------
                 Assets
<S>                                                                            <C>                <C>
Current assets:
   Cash and cash equivalents, includes $1,448,593 at September 30,
      2000 and $1,111,325 at December 31, 1999 in interest-bearing accounts    $  1,449,359       $  1,111,425
   Net lease receivables due from Leasing Company
      (Notes 1 and 2)                                                               238,428            585,156
                                                                               ------------       ------------

         Total current assets                                                     1,687,787          1,696,581
                                                                               ------------       ------------

Container rental equipment, at cost                                              60,605,888         61,857,061
   Less accumulated depreciation                                                 28,159,403         26,191,802
                                                                               ------------       ------------
      Net container rental equipment                                             32,446,485         35,665,259
                                                                               ------------       ------------

         Total assets                                                          $ 34,134,272       $ 37,361,840
                                                                               ============       ============

            Liabilities and Partners' Capital

Current liabilities:
   Accrued expenses                                                            $     76,350       $    254,500
                                                                               ------------       ------------

Partners' capital (deficit):
   General partner                                                                 (146,688)          (116,193)
   Limited partners                                                              34,204,610         37,223,533
                                                                               ------------       ------------

         Total partners' capital                                                 34,057,922         37,107,340
                                                                               ------------       ------------

         Total liabilities and partners' capital                               $ 34,134,272       $ 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                  Nine Months Ended
                                                 -----------------------------       -----------------------------
                                                 September 30,    September 30,      September 30,     September 30,
                                                     2000             1999               2000              1999
                                                 -----------       -----------       -----------       -----------
<S>                                              <C>               <C>               <C>               <C>
Net lease revenue (Notes 1 and 3)                $ 1,108,294       $   882,030       $ 3,173,258       $ 2,782,635

Other operating expenses:
  Depreciation                                       894,484           911,896         2,703,653         2,743,388
  Other general and administrative expenses           29,317            27,205            88,786            84,935
                                                 -----------       -----------       -----------       -----------
                                                     923,801           939,101         2,792,439         2,828,323
                                                 -----------       -----------       -----------       -----------

    Income (loss) from operations                    184,493           (57,071)          380,819           (45,688)

Other income (loss):
  Interest income                                     15,587            22,389            43,797            69,963
  Net loss on disposal of equipment                  (13,682)          (74,144)         (180,703)         (152,768)
                                                 -----------       -----------       -----------       -----------
                                                       1,905           (51,755)         (136,906)          (82,805)
                                                 -----------       -----------       -----------       -----------

    Net income (loss)                            $   186,398       $  (108,826)      $   243,913       $  (128,493)
                                                 ===========       ===========       ===========       ===========

Allocation of net income (loss):
  General partner                                $    38,850       $    45,761       $   115,243       $   141,727
  Limited partners                                   147,548          (154,587)          128,670          (270,220)
                                                 -----------       -----------       -----------       -----------

                                                 $   186,398       $  (108,826)      $   243,913       $  (128,493)
                                                 ===========       ===========       ===========       ===========

Limited partners' per unit share of net
  income (loss)                                  $      0.05       $     (0.05)      $      0.04       $     (0.08)
                                                 ===========       ===========       ===========       ===========
</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>
                                                               Nine Months Ended
                                                          -----------------------------
                                                         September 30,     September 30,
                                                             2000               1999
                                                          -----------       -----------
<S>                                                      <C>               <C>
Net cash provided by operating activities                 $ 3,307,528       $ 3,079,090

Cash from investing activities:
  Proceeds from disposal of equipment                         323,736           462,087
  Purchase of container rental equipment                           --          (199,342)
  Acquisition fees paid to general partner                         --            (9,967)
                                                          -----------       -----------

       Net cash provided by investing activities              323,736           252,778
                                                          -----------       -----------

Cash used in financing activities:
  Distribution to Partners                                 (3,293,330)       (3,870,993)
                                                          -----------       -----------


Net increase (decrease) in cash and cash equivalents          337,934          (539,125)


Cash and cash equivalents, beginning of period              1,111,425         2,407,614
                                                          -----------       -----------


Cash and cash equivalents, end of period                  $ 1,449,359       $ 1,868,489
                                                          ===========       ===========
</TABLE>


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



                                       6
<PAGE>   7

                            IEA INCOME FUND XII, L.P.

               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


(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.


                                                                     (Continued)

                                       7
<PAGE>   8

                            IEA INCOME FUND XII, L.P.

               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)



        (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
                accounting principles generally accepted in The United States of
                America ("GAAP") 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 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 September 30, 2000 and December 31, 1999 were as follows:


<TABLE>
<CAPTION>
                                                   September 30,    December 31,
                                                       2000            1999
                                                    ----------      ----------
<S>                                                <C>              <C>
Gross lease receivables                             $1,683,287      $1,676,207
Less:
Direct operating payables and accrued expenses         546,699         432,023
Damage protection reserve                              192,572         189,163
Base management fees payable                           263,076         271,648
Reimbursed administrative expenses                      89,595          33,911
Equipment purchases payable                             69,712              --
Allowance for doubtful accounts                        283,205         164,306
                                                    ----------      ----------
Net lease receivables                               $  238,428      $  585,156
                                                    ==========      ==========
</TABLE>

                                                                     (Continued)

                                       8
<PAGE>   9

                            IEA INCOME FUND XII, L.P.

               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


(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 nine-month periods
        ended September 30, 2000 and 1999 was as follows:


<TABLE>
<CAPTION>
                                            Three Months Ended               Nine Months Ended
                                        --------------------------      --------------------------
                                       September 30,   September 30,   September 30,    September 30,
                                           2000            1999            2000            1999
                                        ----------      ----------      ----------      ----------
<S>                                    <C>             <C>             <C>              <C>
Rental revenue                          $1,660,004      $1,596,370      $5,133,532      $5,065,891
Less:
Rental equipment operating expenses        370,231         513,911       1,318,177       1,637,155
Base management fees                       114,444         110,284         347,428         349,252
Reimbursed administrative expenses          67,035          90,145         294,669         296,849
                                        ----------      ----------      ----------      ----------


                                        $1,108,294      $  882,030      $3,173,258      $2,782,635
                                        ==========      ==========      ==========      ==========
</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
        September 30, 2000, the Partnership operated 8,984 twenty-foot, 5,077
        forty-foot and 205 forty-foot high-cube dry cargo marine containers, as
        well as 210 twenty-foot and 273 forty-foot refrigerated cargo marine
        containers. A summary of gross lease revenue, by product, for the three
        and nine-month periods ended September 30, 2000 and 1999 follows:

<TABLE>
<CAPTION>
                                 Three Months Ended               Nine Months Ended
                             --------------------------      --------------------------
                            September 30,   September 30,   September 30,    September 30,
                                2000            1999            2000             1999
                             ----------      ----------      ----------      ----------
<S>                         <C>             <C>             <C>              <C>
Dry cargo containers         $1,358,437      $1,345,079      $4,161,338      $4,150,524
Refrigerated containers         301,567         251,291         972,194         915,367
                             ----------      ----------      ----------      ----------

Total                        $1,660,004      $1,596,370      $5,133,532      $5,065,891
                             ==========      ==========      ==========      ==========
</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 September 30, 2000 and
        December 31, 1999.

        At September 30, 2000, the Registrant had $1,449,359 in cash and cash
        equivalents, an increase of $337,934 from the cash balances at December
        31, 1999.

        The Registrant's allowance for doubtful accounts increased from $164,306
        at December 31, 1999 to $283,205 at September 30, 2000. This increase
        was attributable to the delinquent account receivable balances of
        approximately 17 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 recorded appropriate allowance.

        The Registrant's cash distribution from operations for the third quarter
        of 2000 was 5.0% (annualized) of the limited partners' original capital
        contributions, unchanged from the second 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 third quarter of 2000 was 0.75% (annualized) of
        the limited partners' original capital contributions, also unchanged
        from the second 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.

        During the third quarter of 2000, growth in the volume of containerized
        trade continued to improve. As a result, demand for leased equipment
        strengthened in many locations, but most significantly throughout Asia.
        With the growth in the volume of world trade, ocean carriers are
        committing their capital to the purchase of additional containerships
        and turning to leasing companies to supply them with the containers they
        need to meet their growing freight requirements. The container leasing
        market has rebounded and prospects have somewhat improved, but lease
        rates have remained at generally the same low level as at the beginning
        of this year. At the same time, inventories of idle equipment have been
        reduced in Europe, but there has been no appreciable reduction in the
        U.S. The strong U.S. economy continued to import more than it exported.
        This imbalance has had the effect of further increasing idle container
        inventories, particularly on the U.S. East Coast.


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

        Net lease revenue for the three and nine-month periods ended September
        30, 2000 was $1,108,294 and $3,173,258, respectively, an increase of 26%
        and 14%, from the same respective periods in the prior year. Gross
        rental revenue (a component of net lease revenue) for the three and
        nine-month periods ended September 30, 2000 was $1,660,004 and
        $5,133,532, respectively, reflecting an increase of 4% and 1%,
        respectively, from the same three and nine-month 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 nine-month periods ended
        September 30, 2000 declined approximately 3% and 8%, respectively, when
        compared to the same periods in the prior year. Average refrigerated
        container per-diem rental rates for the three and nine-month periods
        ended September 30, 2000 increased 4% and decreased 6%, respectively,
        when compared to the same periods in the prior year.

                                                                     (Continued)

                                       10
<PAGE>   11

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

<TABLE>
<CAPTION>
                                            Three Months Ended                Nine Months Ended
                                      -----------------------------     -----------------------------
                                      September 30,    September 30,    September 30,    September 30,
                                          2000             1999             2000             1999
                                      -------------    ------------     ------------     ------------
<S>                                   <C>              <C>              <C>              <C>
Average fleet size (measured in
   twenty-foot equivalent units
   (TEU))
      Dry cargo containers               19,620           20,038           19,797           20,090
      Refrigerated containers               761              797              771              802
Average Utilization
      Dry cargo containers                   76%              71%              75%              68%
      Refrigerated containers                79%              64%              83%              67%
</TABLE>

        The Registrant's declining fleet size contributed to reductions in
        depreciation expense of 2% and 1%, respectively, for the three and
        nine-month periods ended September 30, 2000 when compared to the same
        three and nine-month periods in the prior year. Rental equipment
        operating expenses, as a percent of the Registrant's gross lease
        revenue, were 22% and 26%, respectively, during the three and nine-month
        periods ended September 30, 2000, as compared to 32% during both the
        three and nine-month periods ended September 30, 1999. The large
        decrease for the three-month period ended September 30, 2000 was
        attributable to the recovery of doubtful accounts.

        The Registrant disposed of 117 twenty-foot and 33 forty-foot dry cargo
        marine containers, as well as five forty-foot refrigerated cargo
        containers during the third quarter of 2000, compared to 23 twenty-foot
        and 12 forty-foot dry cargo marine containers, as well as eight
        forty-foot refrigerated cargo containers during the same period in the
        prior year. These disposals resulted in a loss of $180,703 for the third
        quarter of 2000, as compared to a loss of $152,768 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 September 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: November 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)