##### Table of Contents



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 MARCH 31, 2003         
|                               |  |                                                                                                                                               
|OR                            
|                               |  |                                                                                                                                               
|o                              |  | 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 o.





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TABLE OF CONTENTS



|                               |                                                                                               |                                         |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | --------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|                               | Item 1. Financial Statements                                                                 
|                               |                                                                                               | Balance Sheets                         
|                               |                                                                                               | Statements of Operations               
|                               |                                                                                               | Statements of Cash Flows               
|                               |                                                                                               | Notes to Unaudited Financial Statements
|                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                               | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                               | Item 4. Controls and Procedures                                                              
|PART II  OTHER INFORMATION   
|                               | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                    
|CERTIFICATIONS                
|EXHIBIT INDEX                 
|EXHIBIT 99                    



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IEA INCOME FUND XII, L.P.

Report on Form 10-Q for the Quarterly Period
Ended March 31, 2003

TABLE OF CONTENTS

|                                                                                              |                                                                                         |  |      |   | 
|--------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------- |  | ---- | - | 
|                                                                                              |                                                                                         |  | PAGE
|                                                                                              |                                                                                         |  |     
|PART I  FINANCIAL INFORMATION                                                                |                                                                                         |  |      |  
|Item 1. Financial Statements                                                                  |                                                                                         |  |      |  
|                                                                                              | Balance Sheets  March 31, 2003 (unaudited) and December 31, 2002                       |  |      | 4 | 
|                                                                                              | Statements of Operations for the three months ended March 31, 2003 and 2002 (unaudited) |  |      | 5 | 
|                                                                                              | Statements of Cash Flows for the three months ended March 31, 2003 and 2002 (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   |  
|Item 4. Controls and Procedures                                                               |                                                                                         |  | 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 March 31, 2003
and December 31, 2002, statements of operations for the three months
ended March 31, 2003 and 2002, and statements of cash flows for the three
months ended March 31, 2003 and 2002.

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IEA INCOME FUND XII, L.P.

Balance Sheets

(Unaudited)

|                                    |                                                                                                                                   |                                |                         |                   |            |            |            |              |            |            |  | 
|----------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | ----------------------- | ----------------- | ---------- | ---------- | ---------- | ------------ | ---------- | ---------- |  | 
|                                    |                                                                                                                                   |                                |                         |                   |            | March 31,  |            | December 31,
|                                    |                                                                                                                                   |                                |                         |                   |            | 2003       |            | 2002        
|                                    |                                                                                                                                   |                                |                         |                   |            |            |            |             
|                                    |                                                                                                                                   |                                |                         | Assets            |            |            |            |              |            |            |  | 
|Current assets:                     |                                                                                                                                   |                                |                         |                   |            |            |            |             
|                                    | Cash and cash equivalents, includes $1,402,812 at March 31, 2003 and
$1,567,623 at December 31, 2002 in interest-bearing accounts |                                | $                       | 1,556,724         |            |            | $          | 1,843,633    |           
|                                    | Net lease receivables due from Leasing Company (notes 1 and 2)                                                                    |                                |                         | 226,060           |            |            |            | 176,676      |           
|                                    |                                                                                                                                   |                                |                         |                   |            |            |            |             
|                                    |                                                                                                                                   |                                | Total current assets    |                   |            | 1,782,784  |            |              |            | 2,020,309  | 
|                                    |                                                                                                                                   |                                |                         |                   |            |            |            |             
|Container rental equipment, at cost |                                                                                                                                   |                                | 43,907,739              |                   |            |            | 45,121,392 |             
|                                    | Less accumulated depreciation                                                                                                     |                                |                         | (27,215,431       | )          |            |            | (27,313,596  | )         
|                                    |                                                                                                                                   |                                |                         |                   |            |            |            |             
|                                    |                                                                                                                                   | Net container rental equipment |                         |                   | 16,692,308 |            |            |              | 17,807,796 |           
|                                    |                                                                                                                                   |                                |                         |                   |            |            |            |             
|                                    |                                                                                                                                   |                                | Total assets            |                   | $          | 18,475,092 |            |              | $          | 19,828,105 | 
|                                    |                                                                                                                                   |                                |                         |                   |            |            |            |             
|                                    |                                                                                                                                   |                                |                         | Partners Capital |            |            |            |              |            |            |  | 
|Partners capital (deficit):        |                                                                                                                                   |                                |                         |                   |            |            |            |             
|                                    | General partner                                                                                                                   |                                | $                       | (412,238          | )          |            | $          | (377,749     | )         
|                                    | Limited partners                                                                                                                  |                                |                         | 18,887,330        |            |            |            | 20,205,854   |           
|                                    |                                                                                                                                   |                                |                         |                   |            |            |            |             
|                                    |                                                                                                                                   |                                | Total partners capital |                   | $          | 18,475,092 |            |              | $          | 19,828,105 | 
|                                    |                                                                                                                                   |                                |                         |                   |            |            |            |             

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

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IEA INCOME FUND XII, L.P.

Statements of Operations

(Unaudited)

|                                             |                                           |                      |          |                    |          |           |          |          |          |  
|-------------------------------------------- | ----------------------------------------- | -------------------- | -------- | ------------------ | -------- | --------- | -------- | -------- | -------- | -
|                                             |                                           |                      |          | Three Months Ended
|                                             |                                           |                      |          |                   
|                                             |                                           |                      |          | March 31,          |          | March 31,
|                                             |                                           |                      |          | 2003               |          | 2002     
|                                             |                                           |                      |          |                    |          |          
|Net lease revenue (notes 1 and 3)            |                                           | $                    | 539,281  |                    |          | $         | 629,362  |         
|Other operating expenses:                    |                                           |                      |          |                    |          |           |          |         
|                                             | Depreciation                              |                      |          | 668,174            |          |           |          | 816,625  |         
|                                             | Other general and administrative expenses |                      |          | 32,759             |          |           |          | 35,129   |         
|                                             | Net loss on disposal of equipment         |                      |          | 137,529            |          |           |          | 499,541  |         
|                                             |                                           |                      |          |                    |          |           |          |         
|                                             |                                           | Loss from operations |          |                    | (299,181 | )         |          |          | (721,933 | )
|Other income:                                |                                           |                      |          |                    |          |           |          |         
|                                             | Interest income                           |                      |          | 2,488              |          |           |          | 4,681    |         
|                                             |                                           |                      |          |                    |          |           |          |         
|                                             |                                           | Net loss             |          | $                  | (296,693 | )         |          | $        | (717,252 | )
|                                             |                                           |                      |          |                    |          |           |          |         
|Allocation of net loss:                      |                                           |                      |          |                    |          |           |          |         
|                                             | General partner                           |                      | $        | (2,967             | )        |           | $        | (7,173   | )       
|                                             | Limited partners                          |                      |          | (293,726           | )        |           |          | (710,079 | )       
|                                             |                                           |                      |          |                    |          |           |          |         
|                                             |                                           | $                    | (296,693 | )                  |          | $         | (717,252 | )       
|                                             |                                           |                      |          |                    |          |           |          |         
|Limited partners per unit share of net loss |                                           | $                    | (0.08    | )                  |          | $         | (0.20    | )       
|                                             |                                           |                      |          |                    |          |           |          |         

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

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IEA INCOME FUND XII, L.P.

Statements of Cash Flows

(Unaudited)

|                                                     |                                     |   |                    |            |           |   |           |          |  
|---------------------------------------------------- | ----------------------------------- | - | ------------------ | ---------- | --------- | - | --------- | -------- | -
|                                                     |                                     |   | Three Months Ended
|                                                     |                                     |   |                   
|                                                     |                                     |   | March 31,          |            | March 31,
|                                                     |                                     |   | 2003               |            | 2002     
|                                                     |                                     |   |                    |            |          
|Net cash provided by operating activities            |                                     | $ | 498,142            |            |           | $ | 585,497   |         
|Cash provided by investing activities:               |                                     |   |                    |            |           |   |           |         
|                                                     | Proceeds from disposal of equipment |   |                    | 271,269    |           |   |           | 212,170  |  
|Cash used in financing activities:                   |                                     |   |                    |            |           |   |           |         
|                                                     | Distribution to partners            |   |                    | (1,056,320 | )         |   |           | (732,234 | )
|                                                     |                                     |   |                    |            |           |   |           |         
|Net (decrease) increase in cash and cash equivalents |                                     |   | (286,909           | )          |           |   | 65,433    |         
|Cash and cash equivalents at January 1               |                                     |   | 1,843,633          |            |           |   | 1,451,917 |         
|                                                     |                                     |   |                    |            |           |   |           |         
|Cash and cash equivalents at March 31                |                                     | $ | 1,556,724          |            |           | $ | 1,517,350 |         
|                                                     |                                     |   |                    |            |           |   |           |         

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

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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 CCC.
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
| | --- |  | -------------------------------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A Leasing Agent Agreement exists between the Partnership and the
Leasing Company, 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)

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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) |  | Container Rental Equipment
| | --- |  | --------------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In accordance with SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, container rental equipment is considered
to be impaired if the carrying value of the asset exceeds the expected
future cash flows from related operations (undiscounted and without
interest charges). If impairment is deemed to exist, the assets are
written down to fair value. An analysis is prepared each quarter
projecting future cash flows from container rental equipment operations.
Current and projected utilization rates, per-diem rental rates, direct
operating expenses, fleet size and container disposals are the primary
variables utilized by the analysis. Additionally, the Partnership
evaluates future cash flows and potential impairment by container type
rather than for each individual container, and as a result, future losses
could result for individual container dispositions due to various
factors, including age, condition, suitability for continued leasing, as
well as the geographical location of containers when disposed. There were
no impairment charges to the carrying value of container rental equipment
for the three-month periods ended March 31, 2003 and 2002.



| |                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Depreciation policies are also evaluated to determine whether subsequent
events and circumstances warrant revised estimates of useful lives.
Container rental equipment is depreciated using the straight-line basis.



| | (e) |  | Use of Estimates
| | --- |  | ----------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The financial statements are prepared in conformity with accounting
principles generally accepted in the United States of America (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 most significant estimates included within the financial statements
are the container rental equipment estimated useful lives and residual
values, and the estimate of future cash flows from container rental
equipment operations, used to determine the adequacy of the carrying
value of container rental equipment in accordance with SFAS No. 144.
Considerable judgement is required in estimating future cash flows from
container rental equipment operations. Accordingly, the estimates may
not be indicative of the amounts that may be realized in future periods.
As additional information becomes available in subsequent periods,
reserves for the impairment of the container rental equipment carrying
values may be necessary based upon changes in market and economic
conditions.



| | (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 accounting principles
generally accepted in the United States of America (GAAP) 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.

(Continued)

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IEA INCOME FUND XII, L.P.

Notes to Unaudited Financial Statements



| | (f) |  | Financial Statement Presentation (continued)
| | --- |  | --------------------------------------------



| |                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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, as well as proceeds earned from container disposals. Net lease
receivables at March 31, 2003 and December 31, 2002 were as follows:

|                                               |  |           |         |              |  |   |         | 
|---------------------------------------------- |  | --------- | ------- | ------------ |  | - | ------- | 
|                                               |  | March 31, |         | December 31,
|                                               |  | 2003      |         | 2002        
|                                               |  |           |         |             
|Gross lease receivables                        |  | $         | 986,345 |              |  | $ | 959,271 | 
|Less:                                          |  |           |         |              |  |   |         | 
|Direct operating payables and accrued expenses |  |           | 361,266 |              |  |   | 405,443 | 
|Damage protection reserve                      |  |           | 44,672  |              |  |   | 47,726  | 
|Base management fees payable                   |  |           | 172,933 |              |  |   | 189,911 | 
|Reimbursed administrative expenses             |  |           | 18,835  |              |  |   | 20,691  | 
|Allowance for doubtful accounts                |  |           | 162,579 |              |  |   | 118,824 | 
|                                               |  |           |         |              |  |   |         | 
|Net lease receivables                          |  | $         | 226,060 |              |  | $ | 176,676 | 
|                                               |  |           |         |              |  |   |         | 



|(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 the three-month periods ended March 31,
2003 and 2002 were as follows:

|                                    |  |                    |         |           |  |   |           | 
|----------------------------------- |  | ------------------ | ------- | --------- |  | - | --------- | 
|                                    |  | Three Months Ended
|                                    |  |                   
|                                    |  | March 31,          |         | March 31,
|                                    |  | 2003               |         | 2002     
|                                    |  |                    |         |          
|Rental revenue (note 4)             |  | $                  | 922,367 |           |  | $ | 1,143,714 | 
|Less:                               |  |                    |         |           |  |   |           | 
|Rental equipment operating expenses |  |                    | 279,895 |           |  |   | 367,703   | 
|Base management fees                |  |                    | 45,535  |           |  |   | 78,562    | 
|Reimbursed administrative expenses  |  |                    | 57,656  |           |  |   | 68,087    | 
|                                    |  |                    |         |           |  |   |           | 
|Net lease revenue                   |  | $                  | 539,281 |           |  | $ | 629,362   | 
|                                    |  |                    |         |           |  |   |           | 

(Continued)

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IEA INCOME FUND XII, L.P.

Notes to Unaudited Financial Statements



|(4) |  | Operating Segment
|--- |  | -----------------



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 that as such it has
a single reportable operating segment.



| |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Partnership derives its revenues from leasing marine cargo containers.
As of March 31, 2003, the Partnership operated 6,286 twenty-foot, 3,865
forty-foot and 159 forty-foot high-cube marine dry cargo containers, as well
as 225 twenty-foot and 217 forty-foot marine refrigerated cargo containers.
A summary of gross lease revenue, by product, for the three-month periods
ended March 31, 2003 and 2002 follows:

|                        |  |                    |         |           |  |   |           | 
|----------------------- |  | ------------------ | ------- | --------- |  | - | --------- | 
|                        |  | Three Months Ended
|                        |  |                   
|                        |  | March 31,          |         | March 31,
|                        |  | 2003               |         | 2002     
|                        |  |                    |         |          
|Dry cargo containers    |  | $                  | 719,131 |           |  | $ | 909,528   | 
|Refrigerated containers |  |                    | 203,236 |           |  |   | 234,186   | 
|                        |  |                    |         |           |  |   |           | 
|Total                   |  | $                  | 922,367 |           |  | $ | 1,143,714 | 
|                        |  |                    |         |           |  |   |           | 



| |                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 geographic area information.

10



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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

A Leasing Agent Agreement exists between the Registrant and the Leasing
Company, 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. At March 31, 2003, 68% of the original
equipment remained in the Registrants fleet, as compared to 70% at December
31, 2002. The following chart summarizes the composition of the Registrants
fleet (based on container type) at March 31, 2003.

|                      |                        |          |       |            |       |              |       |           |       |         |     |         |     |  |     |     |     |  |     |     |     | 
|--------------------- | ---------------------- | -------- | ----- | ---------- | ----- | ------------ | ----- | --------- | ----- | ------- | --- | ------- | --- |  | --- | --- | --- |  | --- | --- | --- | 
|                      |                        |          |       | Dry Cargo  |       | Refrigerated
|                      |                        |          |       | Containers |       | Containers  
|                      |                        |          |       |            |       |             
|                      |                        |          |       |            |       |              |       |           |       |         |     | 40-Foot |     |  |     |     |     |  |     |    
|                      |                        |          |       | 20-Foot    |       | 40-Foot      |       | High-Cube |       | 20-Foot |     | 40-Foot
|                      |                        |          |       |            |       |              |       |           |       |         |     |        
|Containers on lease:  |                        |          |       |            |       |              |       |           |       |         |     |         |     |  |     |     |     |  |     |    
|                      | Master lease           |          |       | 2,437      |       |              |       | 1,146     |       |         |     | 76      |     |  |     | 115 |     |  |     | 32  |    
|                      | Term lease (1-5 years) |          |       | 3,079      |       |              |       | 1,658     |       |         |     | 39      |     |  |     | 72  |     |  |     | 113 |    
|                      |                        |          |       |            |       |              |       |           |       |         |     |         |     |  |     |     |     |  |     |    
|                      |                        | Subtotal |       |            | 5,516 |              |       |           | 2,804 |         |     |         | 115 |  |     |     | 187 |  |     |     | 145 | 
|Containers off lease  |                        |          | 770   |            |       |              | 1,061 |           |       |         | 44  |         |     |  | 38  |     |     |  | 72  |    
|                      |                        |          |       |            |       |              |       |           |       |         |     |         |     |  |     |     |     |  |     |    
|Total container fleet |                        |          | 6,286 |            |       |              | 3,865 |           |       |         | 159 |         |     |  | 225 |     |     |  | 217 |    
|                      |                        |          |       |            |       |              |       |           |       |         |     |         |     |  |     |     |     |  |     |    

|                                  |                |  |            |       |              |  |           |    |         |  |         |       |   |  |       |    |   |  |         |    |   |  |     |    |   |  |     |    |  |  |     |   |   |  |     |    |  |  |     |    |  
|--------------------------------- | -------------- |  | ---------- | ----- | ------------ |  | --------- | -- | ------- |  | ------- | ----- | - |  | ----- | -- | - |  | ------- | -- | - |  | --- | -- | - |  | --- | -- |  |  | --- | - | - |  | --- | -- |  |  | --- | -- | -
|                                  |                |  | Dry Cargo  |       | Refrigerated
|                                  |                |  | Containers |       | Containers  
|                                  |                |  |            |       |             
|                                  |                |  |            |       |              |  |           |    |         |  |         |       |   |  |       |    |   |  | 40-Foot |    |   |  |     |    |   |  |     |    |  |  |     |   |   |  |    
|                                  |                |  | 20-Foot    |       | 40-Foot      |  | High-Cube |    | 20-Foot |  | 40-Foot
|                                  |                |  |            |       |              |  |           |    |         |  |        
|                                  |                |  | Units      |       | %            |  | Units     |    | %       |  | Units   |       | % |  | Units |    | % |  | Units   |    | %
|                                  |                |  |            |       |              |  |           |    |         |  |         |       |   |  |       |    |   |  |         |    |  
|Total purchases                   |                |  | 9,743      |       |              |  | 100       | %  |         |  | 5,426   |       |   |  | 100   | %  |   |  | 213     |    |   |  | 100 | %  |   |  | 248 |    |  |  | 100 | % |   |  | 309 |    |  |  | 100 | % 
|                                  | Less disposals |  |            | 3,457 |              |  |           | 35 | %       |  |         | 1,561 |   |  |       | 29 | % |  |         | 54 |   |  |     | 25 | % |  |     | 23 |  |  |     | 9 | % |  |     | 92 |  |  |     | 30 | %
|                                  |                |  |            |       |              |  |           |    |         |  |         |       |   |  |       |    |   |  |         |    |   |  |     |    |   |  |     |    |  |  |     |   |   |  |     |    |  |  |     |   
|Remaining fleet at
March 31, 2003 |                |  | 6,286      |       |              |  | 65        | %  |         |  | 3,865   |       |   |  | 71    | %  |   |  | 159     |    |   |  | 75  | %  |   |  | 225 |    |  |  | 91  | % |   |  | 217 |    |  |  | 70  | % 
|                                  |                |  |            |       |              |  |           |    |         |  |         |       |   |  |       |    |   |  |         |    |   |  |     |    |   |  |     |    |  |  |     |   |   |  |     |    |  |  |     |   

The favorable market conditions that existed at the end of 2002 continued
through the first quarter of 2003, allowing the Registrant to maintain a high
level of utilization for its containers. At March 31, 2003, the Registrants
utilization measured 80% as compared to 79% at December 31, 2002.

Commencing with the later half of 2002 and continuing through the first quarter
of 2003, the demand for leased containers contributed to reducing off-hire
inventories primarily in Asia, and to a lesser extent Europe and North America.
In many parts of Asia and particularly in the south eastern ports, the demand
for cargo containers exceeded available supplies. The recent strong demand for
leased containers is primarily attributable to shipping lines purchasing fewer
containers for their own account due to recent operating losses and
requirements to deploy capital within other parts of their business. As a
result, shipping lines have strategically made the decision to employ leased
containers to meet their container requirements. The demand created by these
market conditions has also resulted in the shipping lines diminishing
discrimination against leasing older containers, a condition that exists during
periods of surplus container supply. Additionally, the slowdown and uneven
recovery in the global economy during the 2001-2002 period led to reduced
levels of capital available for new container investment. The lower levels of
new container production during 2001 and the first half of 2002 addressed, to
some extent, the problems of container over-supply created by the higher levels
of new container production achieved during 1999 and 2000.

Although the shipping lines recent trend to lease containers in lieu of
purchasing them directly has created favorable market conditions for container
lessors, the uncertainty over the financial strength of the shipping industry
remains a concern. Current conditions appear to favor the larger more
established shipping lines. The Registrant, CCC and the Leasing Company
continue to remain cautious, as some shipping lines reported operating losses
during 2002, while others have recently become insolvent. The financial impact
of such losses for these shipping lines may eventually influence the demand for
leased containers as some shipping lines may experience additional financial
difficulties, consolidate or become insolvent. Although the ultimate

(Continued)

11



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##### Table of Contents



outcome, as well as its impact on the container leasing industry and the
Registrants results of operations, is unknown, CCC, on behalf of the
Registrant, will work closely with the Leasing Company to monitor outstanding
receivables, collections, and credit exposure to various existing and new
customers.

Lastly, wide-ranging concerns remain regarding recovery of the worlds major
economies, the level of oil prices, performance of global stock markets,
geopolitical concerns arising from uncertainties within the Middle East and
Asia, as well as a recent increase in new container production, all of which
may temper the current demand for leased containers.

The Registrants average fleet size and utilization rates for the three-month
periods ended March 31, 2003 and 2002 were as follows:

|                                                                    |                         |  |                    |        |           |  |  |        |  
|------------------------------------------------------------------- | ----------------------- |  | ------------------ | ------ | --------- |  |  | ------ | -
|                                                                    |                         |  | Three Months Ended
|                                                                    |                         |  |                   
|                                                                    |                         |  | March 31,          |        | March 31,
|                                                                    |                         |  | 2003               |        | 2002     
|                                                                    |                         |  |                    |        |          
|Average fleet size (measured in twenty-foot equivalent units (TEU)) |                         |  |                    |        |           |  |  |       
|                                                                    | Dry cargo containers    |  |                    | 14,562 |           |  |  | 18,151 |  
|                                                                    | Refrigerated containers |  |                    | 671    |           |  |  | 741    |  
|Average Utilization                                                 |                         |  |                    |        |           |  |  |       
|                                                                    | Dry cargo containers    |  |                    | 79     | %         |  |  | 67     | %
|                                                                    | Refrigerated containers |  |                    | 72     | %         |  |  | 72     | %

Since December 2001, the combined per diem rate for the Registrants fleet of
dry cargo containers declined by approximately 15%. Most of this decline
occurred in the first three months of 2002 and is attributable to three main
factors:



| | 1. |  | Per diem rental rates decreased in correlation with the reduction of
new container prices and interest rate levels;                                                                                                
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | The Leasing Company converted lease agreements with certain shipping
lines from master to long-term lease, providing greater revenue stability
but at lower lease rates than those earned under master leases; and,
|
| | 3. |  | The Leasing Company initiated new long term leases for older equipment
resulting in lower per diem rates, while significantly reducing off-hire
container inventory levels.                                        

Although per-diem rental rates have declined over the last 24 months to their
current levels, slight increases in new container prices and an increase in
demand for leased containers have resulted in the stabilization of per-diem
rental rates since the second half of 2002. A significant improvement in lease
per-diem rates is not expected until new container prices increase to much
higher levels.

The primary component of the Registrants results of operations is net lease
revenue. Net lease revenue is determined by deducting direct operating
expenses, management fees and reimbursed administrative expenses, from rental
revenues billed by the Leasing Company from the leasing of the Registrants
containers. Net lease revenue is directly related to the size, utilization and
per-diem rental rates of the Registrants fleet.

Three Months Ended March 31, 2003 Compared to the Three Months Ended March 31,
2002

Net lease revenueof $539,281 for the three months ended March 31, 2003 was
$90,081 lower than in the corresponding period of 2002. The decrease was due
to a $221,347 decline in gross rental revenue (a component of net lease
revenue) from the same period in 2002. Gross rental revenue was impacted by
lower average per-diem rental rates and the Registrants smaller fleet size.
Other components of net lease revenue, including rental equipment operating
expenses management fees and reimbursed administrative expenses, were lower by
$131,266 when compared to the corresponding period in 2002, partially
offsetting the decline in gross lease revenue. Contributing to the decrease in
rental equipment operating expenses were decreases in storage and handling
costs, and repositioning expenses, partially offset by an increase in the
provision for doubtful accounts.

Depreciation expenseof $668,174 for the three months ended March 31, 2003 was
$148,451 lower than the same period in 2002 due to a declining fleet size.

12



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##### Table of Contents



Other general and administrative expensesdecreased to $32,759 in the first
quarter of 2003, from $35,129 in the corresponding period of 2002, representing
a decrease of $2,370 or 7% from the same period in 2002. Contributing to this
decline was the reduction of costs related to investor communications partially
offset by an increase in professional fees.

Net loss on disposal of equipmentwas a result of the Registrant disposing of
325 containers during the three-month period ended March 31, 2003, as compared
to 651 containers during the same period in 2002. These disposals resulted in
a net loss of $137,529 for the three-month period ended March 31, 2003, as
compared to $499,541 for the three-month period ended March 31, 2002. The
Registrant believes that the net loss on container disposals in the three-month
period ended March 31, 2003 was a result of various factors including the
volume of disposed containers, 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.

An analysis is prepared each quarter in accordance with SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets, which
requires container rental equipment to be impaired if the carrying value of the
asset exceeds the expected future cash flows from related operations
(undiscounted and without interest charges). If impairment is deemed to exist,
the assets are written down to fair value. The analysis estimates future cash
flows from container rental equipment operations using available valuation
methodologies and market information, including current and projected
utilization rates, per-diem rental rates, direct operating expenses, fleet size
and container disposals. Since December 31, 2001, container leasing market
conditions have strengthened, contributing to an improvement in many of these
variables. However, since considerable judgement is required in determining
future cash flows from container rental equipment operations, the estimated
results may not be indicative of the amounts that could be realized in future
periods. As additional information becomes available in subsequent periods,
reserves for the impairment of the container rental equipment carrying values
may be necessary based upon changes in market and economic conditions.
Additionally, the Registrant evaluates future cash flows and potential
impairment by container type rather than for each individual container, and as
a result, future losses could result for individual container dispositions due
to various factors, including age, condition, suitability for continued
leasing, as well as the geographical location of containers when disposed.
There was no impairment charge during the three-month periods ended March 31,
2003 and 2002.

Liquidity and Capital Resources

Cash from Operating Activities:Net cash provided by operating activities was
$498,142 and $585,497 during the first three months of 2003 and 2002,
respectively, primarily generated from the billing and collection of net lease
revenue.

Cash from Investing Activities:Net cash provided by investing activities
during the three-month periods ending March 31, 2003 and 2002, included sales
proceeds generated from the sale of rental equipment of $271,269 and $212,170,
respectively.

Cash from Financing Activities:Net cash used in financing activities was
$1,056,320 during the first three months of 2003 compared to $732,234 in the
corresponding period of 2002. These amounts represent distributions to the
Registrants general and limited partners. The Registrants diminishing 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 and proceeds from
container sales 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.

13



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##### Table of Contents



Critical Accounting Policies

Container equipment  depreciable lives:Container rental equipment is
depreciated over a useful life of 15 years to a residual value of 10%. The
Registrant re-evaluates the period of amortization and residual values to
determine whether subsequent events and circumstances warrant revised estimates
of useful lives and residual values.

Container equipment  valuation:The Registrant reviews container rental
equipment when changes in circumstances require consideration as to whether the
carrying value of the equipment has become impaired, pursuant to guidance
established in SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. The Registrant considers assets to be impaired if the
carrying value of the asset exceeds the future projected cash flows from
related operations (undiscounted and without interest charges). When
impairment is deemed to exist, the assets are written down to fair value or
projected discounted cash flows from related operations. The Registrant
periodically evaluates future cash flows and potential impairment of its fleet
by container type rather than for each individual container. Therefore, future
losses could result for individual container dispositions due to various
factors including age, condition, suitability for continued leasing, as well as
geographic location of the containers where disposed. Considerable judgment is
required in estimating future cash flows from container rental equipment
operations. Accordingly, the estimates may not be indicative of the amounts
that may be realized in future periods. As additional information becomes
available in subsequent periods, reserves for the impairment of the container
rental equipment carrying values may be necessary based upon changes in market
and economic conditions.

Inflation

The Registrant believes inflation has not had a material adverse effect on the
results of its operations.




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. The Leasing Company believes that the proportion of US dollar
revenues may decrease in future years, reflecting a more diversified customer
base and lease portfolio. Of the remaining costs, the majority are
individually small, unpredictable and incurred in various denominations and
thus are not suitable for cost effective hedging.

The Leasing Company may hedge 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 Registrant and Leasing Company, there can be no assurance
that such fluctuations will not adversely affect its results of operations and
financial condition.




Item 4. Controls and Procedures

The principal executive and principal financial officers of CCC have evaluated
the disclosure controls and procedures of the Registrant within 90 days prior
to the filing of this quarterly report. As used herein, the term disclosure
controls and procedures has the meaning given to the term by Rule 13a-14 under
the Securities Exchange Act of 1934, as amended (Exchange Act), and includes
the controls and other procedures of the Registrant that are designed to ensure
that information required to be disclosed by the Registrant in the reports that
it files with the SEC under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SECs rules and forms.
Based upon their evaluation, the principal executive and principal financial
officers of CCC have concluded that the Registrants disclosure controls and
procedures provide reasonable assurance that the information required to be
disclosed by the Registrant in this report is recorded, processed, summarized
and reported within the time periods specified in the SECs rules and forms
applicable to the preparation of this report.

There have been no significant changes in the Registrants internal controls or
in other factors that could significantly affect the Registrants internal
controls subsequent to the evaluation described above conducted by CCCs
principal executive and financial officers.

14



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##### Table of Contents






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                                                    |  | ***                          
|       
|99      |  | Certification pursuant to 18 U.S.C. § 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |  | Filed with this document
****



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



| |                                                                                             
| | --------------------------------------------------------------------------------------------
| | No reports on Form 8-K were filed by the Registrant during the quarter ended
March 31, 2003.



---

|*    |  | 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)                                                                                                                                                                                                                                                 
|    
|**** |  | This certification, required by Section 906 of the Sarbanes-Oxley Act of
2002, other than as required by Section 906, is not deemed to be filed
with the Commission or subject to the rules and regulations promulgated by
the Commission under the Securities Exchange Act of 1934, as amended, or
to the liabilities of Section 18 of said Act.

15



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##### Table of Contents






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: May 14, 2003

16



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##### Table of Contents






IEA Income Fund XII, L.P.

CERTIFICATIONS
(Exchange Act Rule 13a-14)

I, Dennis J. Tietz, 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:

(a)  designed such disclosure controls and procedures to ensure that
material information relating to the Registrant is made known to us by others
within CCC, particularly during the period in which this quarterly report is
being prepared;

(b)  evaluated the effectiveness of the Registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

(c)  presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     CCCs other certifying officer and I have disclosed, based on our most
recent evaluation, to the Registrants auditors and the Board of Directors of
CCC:

(a)  all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrants ability to record,
process, summarize and report financial data and have identified for the
Registrants auditors any material weaknesses in internal controls; and

(b)  any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrants internal controls;
and

6.     CCCs other certifying officer of CCC and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 14, 2003

/s/ DENNIS J. TIETZ
Dennis J. Tietz
President of CCC
(Chief Executive Officer)





---



##### Table of Contents



IEA Income Fund XII, L.P.

CERTIFICATIONS
(Exchange Act Rule 13a-14)

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:

(a)  designed such disclosure controls and procedures to ensure that
material information relating to the Registrant is made known to us by others
within CCC, particularly during the period in which this quarterly report is
being prepared;

(b)  evaluated the effectiveness of the Registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

(c)  presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     CCCs other certifying officer and I have disclosed, based on our most
recent evaluation, to the Registrants auditors and the Board of Directors of
CCC:

(a)  all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrants ability to record,
process, summarize and report financial data and have identified for the
Registrants auditors any material weaknesses in internal controls; and

(b)  any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrants internal controls;
and

6.     CCCs other certifying officer of CCC and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 14, 2003

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





---



##### Table of Contents






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                                                    |  | ***                          
|       
|99      |  | Certification pursuant to 18 U.S.C. § 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. |  | Filed with this document
****



---

|*    |  | 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)                                                                                                                                                                                                                                                 
|    
|**** |  | This certification, required by Section 906 of the Sarbanes-Oxley Act of
2002, other than as required by Section 906, is not deemed to be filed
with the Commission or subject to the rules and regulations promulgated by
the Commission under the Securities Exchange Act of 1934, as amended, or
to the liabilities of Section 18 of said Act.