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, 2001
|     
|     
|     
|     
|      | 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
(State or other jurisdiction of
incorporation or organization) |  | 94-3143940
(I.R.S. Employer
Identification No.)

|                                                              |  |           
|------------------------------------------------------------- |  | ----------
|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 [   ].





---



IEA INCOME FUND XII, L.P.

Report on Form 10-Q for the Quarterly Period
Ended June 30, 2001

TABLE OF CONTENTS

|                               |  |                                                                                                |  |     
|------------------------------ |  | ---------------------------------------------------------------------------------------------- |  | ----
|                               |  |                                                                                                |  | PAGE
|PART I - FINANCIAL INFORMATION |  |                                                                                               
|                              
|                              
|                              
|                              
|Item 1.                        |  | Financial Statements                                                                           |  |     
|                              
|                              
|                              
|                              
|                               |  | Balance Sheets  June 30, 2001 (unaudited) and December 31, 2000                               |  | 4   
|                              
|                              
|                              
|                              
|                               |  | Statements of Operations for the three and six months ended June 30, 2001 and 2000 (unaudited) |  | 5   
|                              
|                              
|                              
|                              
|                               |  | Statements of Cash Flows for the six months ended June 30, 2001 and 2000 (unaudited)           |  | 6   
|                              
|                              
|                              
|                              
|                               |  | Notes to Financial Statements (unaudited)                                                      |  | 7   
|                              
|                              
|                              
|                              
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations          |  | 11  
|                              
|                              
|                              
|                              
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                                     |  | 14  
|                              
|                              
|                              
|                              
|PART II - OTHER INFORMATION    |  |                                                                                               
|                              
|                              
|                              
|                              
|Item 6.                        |  | Exhibits and Reports on Form 8-K                                                               |  | 15  

2



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PART I  FINANCIAL INFORMATION

Item 1. Financial Statements



| |                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Presented herein are the Registrants balance sheets as of June 30, 2001
and December 31, 2000, statements of operations for the three and six
months ended June 30, 2001 and 2000, and statements of cash flows for the
six months ended June 30, 2001 and 2000.

3



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IEA INCOME FUND XII, L.P.Balance Sheets

|                                    |                                                                                                                              |                                |                         |            |             |            |              |            |            |            | 
|----------------------------------- | ---------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | ----------------------- | ---------- | ----------- | ---------- | ------------ | ---------- | ---------- | ---------- | 
|                                    |                                                                                                                              |                                |                         |            | June 30,    |            | December 31,
|                                    |                                                                                                                              |                                |                         |            | 2001        |            | 2000        
|                                    |                                                                                                                              |                                |                         |            |             |            |             
|                                    |                                                                                                                              |                                |                         |            | (Unaudited) |            |              |            |           
|Assets                              |                                                                                                                              |                                |                         |            |             |            |              |           
|                                   
|                                   
|                                   
|                                   
|Current assets:                     |                                                                                                                              |                                |                         |            |             |            |              |           
|                                   
|                                   
|                                   
|                                   
|                                    | Cash and cash equivalents, includes $3,694 at
June 30, 2001 and $1,287,792 at December 31,
2000 in interest-bearing accounts |                                | $                       | 1,435,362  |             |            | $            | 1,512,512  |           
|                                   
|                                   
|                                   
|                                   
|                                    | Net lease receivables due from Leasing Company
(notes 1 and 2)                                                               |                                |                         | 298,711    |             |            |              | 517,461    |           
|                                    |                                                                                                                              |                                |                         |            |             |            |              |           
|                                    |                                                                                                                              |                                | Total current assets    |            |             | 1,734,073  |              |            |            | 2,029,973  | 
|                                    |                                                                                                                              |                                |                         |            |             |            |              |           
|Container rental equipment, at cost |                                                                                                                              |                                | 57,148,319              |            |             |            | 59,984,866   |           
|                                   
|                                   
|                                   
|                                   
|                                    | Less accumulated depreciation                                                                                                |                                |                         | 29,815,389 |             |            |              | 28,750,701 |           
|                                    |                                                                                                                              |                                |                         |            |             |            |              |           
|                                    |                                                                                                                              | Net container rental equipment |                         |            | 27,332,930  |            |              |            | 31,234,165 |           
|                                    |                                                                                                                              |                                |                         |            |             |            |              |           
|                                    |                                                                                                                              |                                | Total assets            |            | $           | 29,067,002 |              |            | $          | 33,264,138 | 
|                                    |                                                                                                                              |                                |                         |            |             |            |              |           
|Partners Capital                   |                                                                                                                              |                                |                         |            |             |            |              |           
|                                   
|                                   
|                                   
|                                   
|Partners capital (deficit):        |                                                                                                                              |                                |                         |            |             |            |              |           
|                                   
|                                   
|                                   
|                                   
|                                    | General partner                                                                                                              |                                |                         | (196,597   | )           |            |              | (154,625   | )         
|                                   
|                                   
|                                   
|                                   
|                                    | Limited partners                                                                                                             |                                |                         | 29,263,599 |             |            |              | 33,418,763 |           
|                                    |                                                                                                                              |                                |                         |            |             |            |              |           
|                                    |                                                                                                                              |                                | Total partners capital |            | $           | 29,067,002 |              |            | $          | 33,264,138 | 
|                                    |                                                                                                                              |                                |                         |            |             |            |              |           

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

4



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IEA INCOME FUND XII, L.P.

Statements of Operations

(Unaudited)

|                                                      |                                           |                               |            |                    |            |                  |           |          |         |          |            |            |            |   |           |           |         | 
|----------------------------------------------------- | ----------------------------------------- | ----------------------------- | ---------- | ------------------ | ---------- | ---------------- | --------- | -------- | ------- | -------- | ---------- | ---------- | ---------- | - | --------- | --------- | ------- | 
|                                                      |                                           |                               |            | Three Months Ended |            | Six Months Ended
|                                                      |                                           |                               |            |                    |            |                 
|                                                      |                                           |                               |            | June 30,           |            | June 30,         |           | June 30, |         | June 30,
|                                                      |                                           |                               |            | 2001               |            | 2000             |           | 2001     |         | 2000    
|                                                      |                                           |                               |            |                    |            |                  |           |          |         |         
|Net lease revenue (notes 1 and 3)                     |                                           | $                             | 741,066    |                    |            | $                | 1,110,443 |          |         | $        | 1,654,177  |            |            | $ | 2,064,964 |          
|                                                     
|                                                     
|                                                     
|                                                     
|Other operating expenses:                             |                                           |                               |            |                    |            |                  |           |          |         |          |            |            |            |   |           |          
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Depreciation                              |                               |            | 879,629            |            |                  |           | 903,406  |         |          |            | 1,751,513  |            |   |           | 1,809,169 |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Other general and administrative expenses |                               |            | 57,575             |            |                  |           | 28,986   |         |          |            | 102,700    |            |   |           | 59,469    |        
|                                                      |                                           |                               |            |                    |            |                  |           |          |         |          |            |            |            |   |           |          
|                                                      |                                           |                               | 937,204    |                    |            |                  | 932,392   |          |         |          | 1,854,213  |            |            |   | 1,868,638 |          
|                                                      |                                           |                               |            |                    |            |                  |           |          |         |          |            |            |            |   |           |          
|                                                      |                                           | Income (loss) from operations |            |                    | (196,138   | )                |           |          | 178,051 |          |            |            | (200,036   | ) |           |           | 196,326 | 
|                                                     
|                                                     
|                                                     
|                                                     
|Other income (loss):                                  |                                           |                               |            |                    |            |                  |           |          |         |          |            |            |            |   |           |          
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Interest income                           |                               |            | 14,135             |            |                  |           | 13,491   |         |          |            | 32,215     |            |   |           | 28,210    |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Net loss on disposal of equipment         |                               |            | (154,971           | )          |                  |           | (126,245 | )       |          |            | (248,258   | )          |   |           | (167,021  | )      
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Impairment losses                         |                               |            | (1,617,363         | )          |                  |           |         |         |          |            | (1,617,363 | )          |   |           |          |        
|                                                      |                                           |                               |            |                    |            |                  |           |          |         |          |            |            |            |   |           |          
|                                                      |                                           |                               | (1,758,199 | )                  |            |                  | (112,754  | )        |         |          | (1,833,406 | )          |            |   | (138,811  | )        
|                                                      |                                           |                               |            |                    |            |                  |           |          |         |          |            |            |            |   |           |          
|                                                      |                                           | Net (loss) income             |            | $                  | (1,954,337 | )                |           | $        | 65,297  |          |            | $          | (2,033,442 | ) |           | $         | 57,515  | 
|                                                      |                                           |                               |            |                    |            |                  |           |          |         |          |            |            |            |   |           |          
|Allocation of net income (loss):                      |                                           |                               |            |                    |            |                  |           |          |         |          |            |            |            |   |           |          
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | General partner                           |                               | $          | 14,360             |            |                  | $         | 37,637   |         |          | $          | 48,705     |            |   | $         | 76,393    |        
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      | Limited partners                          |                               |            | (1,968,697         | )          |                  |           | 27,660   |         |          |            | (2,082,147 | )          |   |           | (18,878   | )      
|                                                      |                                           |                               |            |                    |            |                  |           |          |         |          |            |            |            |   |           |          
|                                                      |                                           | $                             | (1,954,337 | )                  |            | $                | 65,297    |          |         | $        | (2,033,442 | )          |            | $ | 57,515    |          
|                                                      |                                           |                               |            |                    |            |                  |           |          |         |          |            |            |            |   |           |          
|Limited
partners per unit share of net (loss) income |                                           | $                             | (0.56      | )                  |            | $                | 0.01      |          |         | $        | (0.59      | )          |            | $ | (0.01     | )        
|                                                      |                                           |                               |            |                    |            |                  |           |          |         |          |            |            |            |   |           |          

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

5



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IEA INCOME FUND XII, L.P.

Statements of Cash Flows

(Unaudited)

|                                          |                                     |   |                  |            |          |   |           |            |  
|----------------------------------------- | ----------------------------------- | - | ---------------- | ---------- | -------- | - | --------- | ---------- | -
|                                          |                                     |   | Six Months Ended
|                                          |                                     |   |                 
|                                          |                                     |   | June 30,         |            | June 30,
|                                          |                                     |   | 2001             |            | 2000    
|                                          |                                     |   |                  |            |         
|Net cash provided by operating activities |                                     | $ | 1,645,321        |            |          | $ | 2,061,992 |           
|                                         
|                                         
|                                         
|                                         
|Cash provided by investing activities:    |                                     |   |                  |            |          |   |           |           
|                                         
|                                         
|                                         
|                                         
|                                          | Proceeds from disposal of equipment |   |                  | 441,223    |          |   |           | 198,907    |  
|                                         
|                                         
|                                         
|                                         
|Cash used in financing activities:        |                                     |   |                  |            |          |   |           |           
|                                         
|                                         
|                                         
|                                         
|                                          | Distribution to partners            |   |                  | (2,163,694 | )        |   |           | (2,265,184 | )
|                                          |                                     |   |                  |            |          |   |           |           
|Net decrease in cash and cash equivalents |                                     |   | (77,150          | )          |          |   | (4,285    | )         
|                                         
|                                         
|                                         
|                                         
|Cash and cash equivalents at January 1    |                                     |   | 1,512,512        |            |          |   | 1,111,425 |           
|                                          |                                     |   |                  |            |          |   |           |           
|Cash and cash equivalents at June 30      |                                     | $ | 1,435,362        |            |          | $ | 1,107,140 |           
|                                          |                                     |   |                  |            |          |   |           |           

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

6



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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 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 sold.



| | (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, and
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



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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) |  | Depreciation of Rental Equipment
| | --- |  | --------------------------------



| |                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Effective June 1, 2001, the estimated depreciable life has been changed
from a twelve-year life to a fifteen-year life and the estimated
salvage value has been changed from 30% to 10% of the original
equipment cost. The effect of these depreciation changes is a
decrease to net income of approximately $18,700 from June 1 to June
30, 2001.



| | (e) |  | Container Equipment
| | --- |  | -------------------



| |                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In June 2001, the Partnership recorded impairment charges relating to
refrigerated container equipment which reduced net income by $1,617,363
or $0.46 per limited partnership unit.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In the second quarter of 2001, the Leasing Company undertook a review of
the Partnerships refrigerated container equipment. The purpose of the
review was to consider recent changes in the marketplace and economic
environment and to identify the consequences, if any, from an accounting
perspective. The Leasing Company identified a number of issues that have
had an impact on the carrying value of certain equipment at June 30,
2001.



| | i.   |  | In 1992, the Montreal Protocol outlawed the production of
the R12 refrigerant gas by developed countries. Since that date,
shipping lines and leasing companies have operated fleets
including refrigerated container equipment with the R12
refrigerant gas (the R12 Containers). However, the
environmental impact of refrigerant gases has become increasingly
prominent. On January 1, 2001, it became illegal for R12 to be
handled, other than for disposal, in almost all countries that are
members of the European Union.
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | ii.  |  | Several of the major shipping lines that lease from the
Leasing Company, as well as other leasing companies, have
committed to eliminating R12 Containers from their fleets in 2001.
Inventories consisting of R12 Containers will continue to
increase as shipping lines redeliver the containers from existing
leases.                                                                                                                                                                                                            
|
| | iii. |  | During 2000, the Leasing Company completed a number of
term leases for R12 Containers. However, over the course of 2001,
the factors outlined above, together with the deteriorating
economic environment, have resulted in a very slow leasing market
for R12 Containers. In addition, it is probable that residual
prices for R12 Containers will decrease as R12 containers are
redelivered from existing leases.                                                                                                                



| |                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Leasing Company has considered the impact of these factors in June
2001 and decided to change the current marketing strategy for R12
Containers. The Leasing Company concluded that effective July 1, 2001,
inventories of R12 Containers would be targeted for immediate sale. The
Leasing Company also conducted a review of R12 Containers that were on
lease at June 30, 2001.

(Continued)

8



---



IEA INCOME FUND XII, L.P.

Notes to Unaudited Financial Statements



| | (e) |  | Container Equipment (continued)
| | --- |  | -------------------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Assets to be disposed of:In June 2001 the Leasing Company committed to a
plan to dispose of 60 R12 Containers with a carrying value of $633,513.
It was concluded that the carrying value of these R12 containers exceeded
fair value and accordingly, an impairment charge of $472,513 was recorded
to operations under impairment losses. It is expected that these R12
Containers will be will be disposed of over the second half of 2001.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Assets to be held and used:The Leasing Company conducted a review of 186
R12 Containers with a carrying value of $2,010,716 that were on lease at
June 30, 2001. It was concluded that the carrying value of these R12
Containers exceeded the future cash flows expected to result from
the use of these containers and their eventual disposition, and therefore
was not recoverable. Accordingly, a charge of $1,144,850 was recorded to
operations under impairment losses. Fair value was determined by
discounting future expected cash flows.



| | (f) |  | 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 financial statements are prepared in conformity with accounting
principles generally accepted in the United States (GAAP), which 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 earned by the Leasing Company under
operating leases to ocean carriers for the containers owned by the
Partnership. Net lease receivables at June 30, 2001 and December 31, 2000
were as follows:

|                                               |  |          |           |              |  |   |           | 
|---------------------------------------------- |  | -------- | --------- | ------------ |  | - | --------- | 
|                                               |  | June 30, |           | December 31,
|                                               |  | 2001     |           | 2000        
|                                               |  |          |           |             
|Gross lease receivables                        |  | $        | 1,309,603 |              |  | $ | 1,601,580 | 
|                                              
|                                              
|                                              
|                                              
|Less:                                          |  |          |           |              |  |   |           | 
|                                              
|                                              
|                                              
|                                              
|Direct operating payables and accrued expenses |  |          | 596,969   |              |  |   | 428,702   | 
|                                              
|                                              
|                                              
|                                              
|Damage protection reserve                      |  |          | 58,849    |              |  |   | 138,819   | 
|                                              
|                                              
|                                              
|                                              
|Base management fees payable                   |  |          | 216,539   |              |  |   | 268,241   | 
|                                              
|                                              
|                                              
|                                              
|Reimbursed administrative expenses             |  |          | 21,733    |              |  |   | 76,784    | 
|                                              
|                                              
|                                              
|                                              
|Allowance for doubtful accounts                |  |          | 116,802   |              |  |   | 171,573   | 
|                                               |  |          |           |              |  |   |           | 
|Net lease receivables                          |  | $        | 298,711   |              |  | $ | 517,461   | 
|                                               |  |          |           |              |  |   |           | 

(Continued)

9



---



IEA INCOME FUND XII, L.P.

Notes to Unaudited 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 earned by the Leasing Company under
operating leases to ocean carriers for the containers owned by the
Partnership. Net lease revenue for each of the three and six-month periods
ended June 30, 2001 and 2000 were as follows:

|                                    |  |                    |           |                  |  |          |           |          |  |   |           |  |  |   |           | 
|----------------------------------- |  | ------------------ | --------- | ---------------- |  | -------- | --------- | -------- |  | - | --------- |  |  | - | --------- | 
|                                    |  | Three Months Ended |           | Six Months Ended
|                                    |  |                    |           |                 
|                                    |  | June 30,           |           | June 30,         |  | June 30, |           | June 30,
|                                    |  | 2001               |           | 2000             |  | 2001     |           | 2000    
|                                    |  |                    |           |                  |  |          |           |         
|Rental revenue (note 4)             |  | $                  | 1,344,625 |                  |  | $        | 1,714,440 |          |  | $ | 2,796,521 |  |  | $ | 3,473,528 | 
|                                   
|                                   
|                                   
|                                   
|Less:                               |  |                    |           |                  |  |          |           |          |  |   |           |  |  |   |           | 
|                                   
|                                   
|                                   
|                                   
|Rental equipment operating expenses |  |                    | 437,976   |                  |  |          | 382,873   |          |  |   | 797,508   |  |  |   | 947,946   | 
|                                   
|                                   
|                                   
|                                   
|Base management fees                |  |                    | 92,335    |                  |  |          | 116,994   |          |  |   | 192,761   |  |  |   | 232,984   | 
|                                   
|                                   
|                                   
|                                   
|Reimbursed administrative expenses  |  |                    | 73,248    |                  |  |          | 104,130   |          |  |   | 152,075   |  |  |   | 227,634   | 
|                                    |  |                    |           |                  |  |          |           |          |  |   |           |  |  |   |           | 
|                                    |  | $                  | 741,066   |                  |  | $        | 1,110,443 |          |  | $ | 1,654,177 |  |  | $ | 2,064,964 | 
|                                    |  |                    |           |                  |  |          |           |          |  |   |           |  |  |   |           | 



|(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 leasing marine cargo containers.
As of June 30, 2001, the Partnership operated 8,593 twenty-foot, 4,965
forty-foot and 202 forty-foot high-cube marine dry cargo containers, as well
as 241 twenty-foot and 261 forty-foot marine refrigerated cargo containers.
A summary of gross lease revenue, by product, for the three and six-month
periods ended June 30, 2001 and 2000 follows:

|                        |  |                    |           |                  |  |          |           |          |  |   |           |  |  |   |           | 
|----------------------- |  | ------------------ | --------- | ---------------- |  | -------- | --------- | -------- |  | - | --------- |  |  | - | --------- | 
|                        |  | Three Months Ended |           | Six Months Ended
|                        |  |                    |           |                 
|                        |  | June 30,           |           | June 30,         |  | June 30, |           | June 30,
|                        |  | 2001               |           | 2000             |  | 2001     |           | 2000    
|                        |  |                    |           |                  |  |          |           |         
|Dry cargo containers    |  | $                  | 1,073,088 |                  |  | $        | 1,380,036 |          |  | $ | 2,261,315 |  |  | $ | 2,802,901 | 
|                       
|                       
|                       
|                       
|Refrigerated containers |  |                    | 271,537   |                  |  |          | 334,404   |          |  |   | 535,206   |  |  |   | 670,627   | 
|                        |  |                    |           |                  |  |          |           |          |  |   |           |  |  |   |           | 
|Total                   |  | $                  | 1,344,625 |                  |  | $        | 1,714,440 |          |  | $ | 2,796,521 |  |  | $ | 3,473,528 | 
|                        |  |                    |           |                  |  |          |           |          |  |   |           |  |  |   |           | 



| |                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.

******

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.

General

The Registrant 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 Registrant. Pursuant to the Agreement, the Leasing
Company is responsible for leasing, managing and re-leasing the Registrant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
Registrant, 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.

In line with the slowdown in worldwide economic growth, demand for dry cargo
containers decreased in the first six months of 2001, resulting in a decline of
the container leasing industrys utilization rates to 1999 levels.
Transpacific trade, of which a large proportion of the cargo consists of
technology related goods, has been largely affected by the slowdown of the US
economy. The strength of the US dollar continues to make US goods more
expensive and uncompetitive within Asia. For the first time in many years, the
aggregate GDP growth rates of the United States, Europe, and Japan have
decelerated, contributing to lower utilization rates and higher container
inventories throughout the world. Container imbalances for all trade routes
involving Asia are expected to continue throughout the remainder of the year.
As a result of these increasing world-wide container inventories, the
production of new containers has slowed. Although a slowdown of new container
production could have both positive short and long term effects for the
container leasing industry, a reduction in new containers will not have a
significant impact without an easing of current market constraints and a
strengthening of the worlds economies. In response to the foregoing, the
Leasing Company continues to implement a number of marketing initiatives which
are designed to target identified leasing opportunities and enhance inventory
management of the Registrants fleet.

The Registrants average fleet size and utilization rates for the three and
six-month periods ended June 30, 2001 and June 30, 2000 were as follows:

|                                                                    |                         |  |                    |        |                  |  |          |        |          |  |  |        |   |  |  |        |  
|------------------------------------------------------------------- | ----------------------- |  | ------------------ | ------ | ---------------- |  | -------- | ------ | -------- |  |  | ------ | - |  |  | ------ | -
|                                                                    |                         |  | Three Months Ended |        | Six Months Ended
|                                                                    |                         |  |                    |        |                 
|                                                                    |                         |  | June 30,           |        | June 30,         |  | June 30, |        | June 30,
|                                                                    |                         |  | 2001               |        | 2000             |  | 2001     |        | 2000    
|                                                                    |                         |  |                    |        |                  |  |          |        |         
|Average fleet size (measured in
twenty-foot equivalent units
(TEU)) |                         |  |                    |        |                  |  |          |        |          |  |  |        |   |  |  |       
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Dry cargo containers    |  |                    | 19,053 |                  |  |          | 19,787 |          |  |  | 19,173 |   |  |  | 19,873 |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Refrigerated containers |  |                    | 762    |                  |  |          | 777    |          |  |  | 760    |   |  |  | 776    |  
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Average Utilization                                                 |                         |  |                    |        |                  |  |          |        |          |  |  |        |   |  |  |       
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Dry cargo containers    |  |                    | 66     | %                |  |          | 76     | %        |  |  | 68     | % |  |  | 75     | %
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Refrigerated containers |  |                    | 73     | %                |  |          | 85     | %        |  |  | 73     | % |  |  | 84     | %

Average dry cargo container per-diem rental rates for the three and six-month
periods ended June 30, 2001 declined approximately 8% and 7%, 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, 2001 declined approximately 5% and 4%, respectively, when compared to the
same periods in the prior year.

11



---



Three Months Ended June 30, 2001 Compared to the Three Months Ended June 30,
2000

Income (loss) from operationsfor the three months ended June 30, 2001
generated a loss of $196,138, compared to income of $178,051 during the
corresponding period of 2000. The loss was primarily due to the impact of
current market constraints on utilization and per-diem rental rates, as well as
the Registrants smaller fleet size, and their cummulative effect on net lease
revenue.

Net lease revenueof $741,066 for the three months ended June 30, 2001 was
$369,377, or 33% lower than in the corresponding period of 2000. The decrease
was due to a $369,815, or 22% decline in gross rental revenue (a component of
net lease revenue) from the same period in 2000. Gross rental revenue was
impacted by the Registrants smaller fleet size, lower per-diem rental rates,
and lower utilization rates. Other components of net lease revenue, including
management fees and reimbursed administrative expenses, were lower by a
combined $55,541 when compared to the corresponding period in 2000, and
partially offset the decline in gross lease revenue. Direct operating expenses
increased by $55,103 when compared to the corresponding period in 2000.
Contributing to the increase in direct operating expenses were increases in
storage and repair and maintenance expenses, partially offset by a decrease and
the provision for doubtful accounts.

Depreciation expenseof $879,629 for the three months ending June 30, 2001 was
$23,777 lower than the same period in 2000. Effective June 1, 2001, the
Registrant changed the estimated life of its rental container equipment from an
estimated 12 year life to a 15 year life, and its estimated salvage value from
30% to 10% of original equipment cost. The effect of these changes was an
increase to depreciation expense of approximately $18,700 since June 1, 2001.

Other general and administrative expensesincreased to $57,575 in the second
quarter of 2001, from $28,986 in the corresponding period of 2000, representing
an increase of $28,589 from the same period in 2000. Contributing to this
increase were professional fees and costs related to investor communications.

Net loss on disposal of equipmentwas a result of the Registrant disposing of
201 containers during the three-month period ended June 30, 2001, as compared
to 101 containers during the same period in 2000. These disposals resulted in
a loss of $154,971 for the three-month period ended June 30, 2001, as compared
to a loss of $126,245 for the three-month period ended June 30, 2000. The
Registrant believes that the net loss on container disposals in the three-month
period ended June 30, 2001 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 decision to repair or dispose of a container when it is returned
by a lessee, as well as the amount of sales proceeds received and the related
gain or loss on container disposals. The level of the Registrants container
disposals in subsequent periods will also contribute to fluctuations in the net
gain or loss on disposals. As a result of current market conditions, the
Registrant will monitor the carrying value of its containers to determine if
they have been permanently impaired.

Impairment chargeswere incurred by the Registrant relating to refrigerated
container equipment with R12 refrigerant gas (the R12 Containers). In the
second quarter of 2001, the Leasing Company undertook a review of the
Registrants refrigerated container equipment. Due to the environmental impact
of the R12 refrigerant gas and other R12 Container marketing considerations,
the Leasing Company concluded that effective July 1, 2001, inventories of the
Registrants R12 Containers would be targeted for immediate sale. The Leasing
Company also conducted a review of the Registrants R12 Containers that were on
lease at June 30, 2001.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Assets to be disposed of:In June 2001 the Leasing Company committed to a
plan to dispose of 60 R12 Containers with a carrying value of $633,513.
It was concluded that the carrying value of these R12 containers exceeded
fair value and accordingly, an impairment charge of $472,513 was recorded
to operations under impairment losses. It is expected that these R12
Containers will be will be disposed of over the second half of 2001.                                                                                                      
|
| | Assets to be held and used:The Leasing Company conducted a review of 186
R12 Containers with a carrying value of $2,010,716 that were on lease at
June 30, 2001. It was concluded that the carrying value of these R12
Containers exceeded the future cash flows expected to result from
the use of these containers and their eventual disposition, and therefore
was not recoverable. Accordingly, a charge of $1,144,850 was recorded to
operations under impairment losses. Fair value was determined by
discounting future expected cash flows.

12



---



The total impairment charge for the Registrants R12 Containers was $1,617,363.
This charge was recorded during the second quarter of 2001.

Six Months Ended June 30, 2001 Compared to the Six Months Ended June 30, 2000

Income (loss) from operationsfor the six-month period ended June 30, 2001
generated a loss of $200,036, compared to income of $196,326 during the
corresponding period of 2000. The decrease was primarily due to the impact of
current market constraints on utilization and per-diem rental rates, as well as
the Registrants smaller fleet size, and their cummulative effect on net lease
revenue.Net lease revenueof $1,654,177 for the six-month period ended June 30,
2001 was $410,787, or 20% lower than in the corresponding period of 2000. The
decrease was due to a $677,007, or 20% decline in gross rental revenue (a
component of net lease revenue) from the same period in 2000. Gross rental
revenue was impacted by the Registrants smaller fleet size, lower per-diem
rental rates, and lower utilization rates. Other components of net lease
revenue, including rental equipment operating expenses, management fees, and
reimbursed administrative expenses, were lower by a combined $266,220 when
compared to the corresponding period in 2000, and partially offset the decline
in gross lease revenue. Contributing to the decline in direct operating
expenses were declines inrepositioning expenses and the provision for doubtful
accounts.

Depreciation expenseof $1,751,513 for the six-month period ending June 30,
2001 was $57,656 lower than the same period in 2000.

Other general and administrative expensesincreased to $102,700 during the
six-month period ended June 30, 2001, from $59,469 in the corresponding period
of 2000, representing an increase of $43,231 from the same period in 2000. .
Contributing to this increase were professional fees and costs related to
investor communications.

Net loss on disposal of equipmentwas a result of the Registrant disposing of
363 containers during the first six months of 2001, as compared to 202
containers during the first six months of 2000. These disposals resulted in a
loss of $248,258 for the six-month period ended June 30, 2001, as compared to a
loss of $167,021 for the six-month period ended June 30, 2000.

Impairment chargeswere incurred by the Registrant relating to refrigerated
container equipment with R12 refrigerant gas (the R12 Containers). In the
second quarter of 2001, the Leasing Company undertook a review of the
Registrants refrigerated container equipment. Due to the environmental impact
of the R12 refrigerant gas and other R12 Container marketing considerations,
the Leasing Company concluded that effective July 1, 2001, inventories of the
Registrants R12 Containers would be targeted for immediate sale. It was
concluded that the carrying value of the R12 Containers to be disposed of
exceeded fair value and accordingly, an impairment charge of $472,513 was
recorded to operations under impairment losses. The Leasing Company also
conducted a review of the Registrants R12 Containers that were on lease at
June 30, 2001. It was concluded that the carrying value of the R12 Containers
to be held and used exceeded the future cash flows expected to result from
the use of these containers and their eventual disposition, and therefore was
not recoverable. Accordingly, a charge of $1,144,850 was recorded to
operations under impairment losses

The total impairment charge for the Registrants R12 Containers was $1,617,363.
This charge was recorded during the second quarter of 2001.

Liquidity and Capital Resources

Cash from Operating Activities:Net cash provided by operating activities was
$1,645,321 and $2,061,992 during the first six months of 2001 and 2000,
respectively. The net cash generated in 2001 included earnings from operations,
and $235,700 in net lease receivables due from the Leasing Company. The net
cash generated in 2000 primarily reflected earnings from operations.

Cash from Investing Activities:Net cash provided by investing activities was
$441,223 and $198,907 in the first six months of 2001 and 2000, respectively.
These amounts represent sales proceeds generated from the sale of container
equipment.

13



---



Cash from Financing Activities:Net cash used in financing activities was
$2,163,694 during the first six months of 2001 compared to $2,265,184 in the
corresponding period of 2000. These amounts represent distributions to the
Registrants general and limited partners, which decreased due to the level of
cash collections and sales proceeds generated from the sale of container
equipment. The Registrants fleet size, as well as current market conditions,
may produce lower operating results and, consequently, lower distributions to
its partners in subsequent periods. Sales proceeds distributed to its partners
may fluctuate in subsequent periods, reflecting the level of container
disposals.

Capital Resources

Aside from the initial working capital reserve retained from the gross
subscription proceeds (equal to approximately 1% of such proceeds), the
Registrant relied primarily on container rental receipts to generate
distributions to its general and limited partners, as well as to finance
current operating needs. No credit lines are maintained to finance working
capital.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Exchange rate risk:Substantially all of the Registrants revenues are billed
and paid in US dollars and a significant portion of costs are billed and paid
in US dollars. Of the remaining costs, the majority are individually small,
unpredictable and incurred in various denominations and thus are not suitable
for cost effective hedging. From time to time, the Leasing Company hedges a
portion of the expenses that are predictable and are principally in UK pounds
sterling. As exchange rates are outside of the control of the Company, there
can be no assurance that such fluctuations will not adversely effect its
results of operations and financial condition.

14



---



PART II  OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K



|(a) |  | Exhibits
|--- |  | --------

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



|(b) |  | Reports on Form 8-K
|--- |  | -------------------



| |                                                                                            
| | -------------------------------------------------------------------------------------------
| | No reports on Form 8-K were filed by the Registrant during the quarter ended
June 30, 2001.



---

|*   |  | 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)                                                                        

15



---



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

| |                                                                                                                                    |                
| | ---------------------------------------------------------------------------------------------------------------------------------- | ---------------
| | By                                                                                                                                 | /s/ John Kallas
| |                                                                                                                                   
| | John Kallas
Chief Financial Officer and
Director of Cronos Capital Corp. (CCC)
Principal Financial and Accounting Officer of CCC

Date: August 14, 2001

16



---



EXHIBIT INDEX

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



---

|*   |  | 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)