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EXHIBIT 31.2

IEA Income Fund XII, L.P.

Rule 13a-14 CERTIFICATIONS

I, John Kallas, certify that:

1. I have reviewed this quarterly report on Form 10-Q of IEA Income Fund
XII, L.P. (the Registrant);

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;

4. The other certifying officer of Cronos Capital Corp. (CCC), the
General Partner of the Registrant, and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the Registrant and we have:



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| | (a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the Registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared; and
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| | (b) evaluated the effectiveness of the Registrants disclosure
controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and                                                                                                         
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| | (c) disclosed in this report any change in the Registrants internal
control over financial reporting that occurred during the Registrants
most recent fiscal quarter (the Registrants fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the Registrants internal control over
financial reporting.         

5. CCCs other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
Registrants auditors and the Audit Committee of Registrants Board of
Directors (or persons performing the equivalent function):



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| | (a) all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrants ability to record,
process, summarize and report financial information; and
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| | (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrants internal
control over financial reporting.                                                                                               

Date: November 12, 2003

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|/s/ JOHN KALLAS                                               |  | 
|John Kallas
Vice President and
Chief Financial Officer of CCC |  |