<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

                                       OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________


                         Commission file number 0-21518

                            IEA INCOME FUND XII, L.P.
             (Exact name of registrant as specified in its charter)


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

         444 Market Street, 15th Floor, San Francisco, California 94111
         (Address of principal executive offices)               (Zip Code)

                                 (415) 677-8990
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]   No [ ] 


<PAGE>   2
                            IEA INCOME FUND XII, L.P.

                      REPORT ON FORM 10-Q FOR THE QUARTERLY
                         PERIOD ENDED SEPTEMBER 30, 1997

                                TABLE OF CONTENTS


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

Item 1.  Financial Statements

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

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

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

         Notes to Financial Statements (unaudited)                                                                 7

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


PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                                                         13
</TABLE>


                                       2
<PAGE>   3
                         PART I - FINANCIAL INFORMATION


Item 1. Financial Statements

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


                                       3
<PAGE>   4
                            IEA INCOME FUND XII, L.P.

                                 BALANCE SHEETS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                             September 30,      December 31,
                                                                                 1997               1996
                                                                             ------------       ------------
<S>                                                                          <C>                <C>         
               Assets
Current assets:
   Cash and cash equivalents, includes $1,354,096 at September 30, 1997
      and $2,262,357 at December 31, 1996 in interest-bearing accounts       $  1,616,451       $  2,262,639
   Net lease receivables due from Leasing Company
      (notes 1 and 2)                                                           1,195,517          1,217,996
                                                                             ------------       ------------

         Total current assets                                                   2,811,968          3,480,635
                                                                             ------------       ------------

Container rental equipment, at cost                                            63,301,457         63,140,873
   Less accumulated depreciation                                               18,645,814         15,961,254
                                                                             ------------       ------------
      Net container rental equipment                                           44,655,643         47,179,619
                                                                             ------------       ------------

Organizational costs, net                                                          12,669            145,611
                                                                             ------------       ------------

                                                                             $ 47,480,280       $ 50,805,865
                                                                             ============       ============

  Liabilities and Partners' Capital

Current liabilities
   Accrued expenses                                                          $    462,948       $    462,948
   Due to general partner (notes 1 and 3)                                          13,382            238,382
                                                                             ------------       ------------

         Total current liabilities                                                476,330            701,330
                                                                             ------------       ------------

Partners' capital (deficit):
   General partner                                                                (22,701)           (25,428)
   Limited partners                                                            47,026,651         50,129,963
                                                                             ------------       ------------

         Total partners' capital                                               47,003,950         50,104,535
                                                                             ------------       ------------

                                                                             $ 47,480,280       $ 50,805,865
                                                                             ============       ============
</TABLE>


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


                                       4
<PAGE>   5
                            IEA INCOME FUND XII, L.P.

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                          Three Months Ended              Nine Months Ended
                                                      --------------------------      -------------------------- 
                                                    September 30,   September 30,    September 30,   September 30,
                                                         1997            1996            1997            1996
                                                      ----------      ----------      ----------      ----------
<S>                                                   <C>             <C>             <C>             <C>       

Net lease revenue (notes 1 and 4)                     $1,487,437      $1,674,886      $4,230,484      $5,297,219
Other operating expenses:
  Depreciation                                           943,944         982,278       2,902,907       2,949,465
  Other general and administrative expenses               23,317          26,974          73,858          75,166
                                                      ----------      ----------      ----------      ----------
                                                         967,261       1,009,252       2,976,765       3,024,631
                                                      ----------      ----------      ----------      ----------
    Earnings from operations                             520,176         665,634       1,253,719       2,272,588
Other income:
  Interest income                                         17,054          33,503          65,255          99,477
  Net gain on disposal of equipment                       25,372          23,421          34,074          57,403
                                                      ----------      ----------      ----------      ----------
                                                          42,426          56,924          99,329         156,880
                                                      ----------      ----------      ----------      ----------
    Net earnings                                      $  562,602      $  722,558      $1,353,048      $2,429,468
                                                      ==========      ==========      ==========      ==========
Allocation of net earnings:
  General partner                                     $   85,605      $   99,452      $  225,409      $  298,104
  Limited partners                                       476,997         623,106       1,127,639       2,131,364
                                                      ----------      ----------      ----------      ----------
                                                      $  562,602      $  722,558      $1,353,048      $2,429,468
                                                      ==========      ==========      ==========      ==========
Limited partners' per unit share of net earnings      $      .13      $      .18      $      .32      $      .61
                                                      ==========      ==========      ==========      ==========
</TABLE>


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


                                       5
<PAGE>   6
                            IEA INCOME FUND XII, L.P.

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                  Nine Months Ended
                                                            ------------------------------
                                                            September 30,     September 30,
                                                                1997              1996
                                                            ------------      ------------
<S>                                                         <C>               <C>        

Net cash provided by operating activities                   $ 4,312,021       $ 5,438,544

Cash flows provided by (used in) investing activities:
  Proceeds from sale of container rental equipment              169,248           351,726
  Purchase of container rental equipment                       (427,452)         (306,330)
  Acquisition fees paid to general partner                     (246,373)         (555,317)
                                                            -----------       -----------

        Net cash used in investing activities                  (504,577)         (509,921)
                                                            -----------       -----------

Cash flows used in financing activities:
  Distribution to partners                                   (4,453,632)       (5,424,496)
                                                            -----------       -----------

Net decrease in cash and cash equivalents                      (646,188)         (495,873)

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

Cash and cash equivalents at September 30                   $ 1,616,451       $ 2,331,629
                                                            ===========       ===========
</TABLE>


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


                                       6
<PAGE>   7
                            IEA INCOME FUND XII, L.P.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


(1)     Summary of Significant Accounting Policies

        (a)     Nature of Operations

                IEA Income Fund XII, L.P. (the "Partnership") is a limited
                partnership organized under the laws of the State of California
                on August 28, 1991 for the purpose of owning and leasing marine
                cargo containers. Cronos Capital Corp. ("CCC") is the general
                partner and, with its affiliate Cronos Containers Limited (the
                "Leasing Company"), manages and controls the business of the
                Partnership. The Partnership shall continue until December 31,
                2011, unless sooner terminated upon the occurrence of certain
                events.

                The Partnership commenced operations on January 31, 1992, when
                the minimum subscription proceeds of $2,000,000 were obtained.
                As of September 30, 1997, the Partnership operated 9,334
                twenty-foot, 5,295 forty-foot and 209 forty-foot high-cube
                marine dry cargo containers, as well as 199 twenty-foot and 306
                forty-foot marine refrigerated cargo containers.

                The Partnership offered 3,750,000 units of limited partnership
                interest at $20 per unit, or $75,000,000. The offering
                terminated on November 30, 1992, at which time 3,513,594 limited
                partnership units had been purchased.


        (b)     Leasing Company and Leasing Agent Agreement

                The Partnership has entered into a Leasing Agent Agreement
                whereby the Leasing Company has the responsibility to manage the
                leasing operations of all equipment owned by the Partnership.
                Pursuant to the Agreement, the Leasing Company is responsible
                for leasing, managing and re-leasing the Partnership's
                containers to ocean carriers and has full discretion over which
                ocean carriers and suppliers of goods and services it may deal
                with. The Leasing Agent Agreement permits the Leasing Company to
                use the containers owned by the Partnership, together with other
                containers owned or managed by the Leasing Company and its
                affiliates, as part of a single fleet operated without regard to
                ownership. Since the Leasing Agent Agreement meets the
                definition of an operating lease in Statement of Financial
                Accounting Standards (SFAS) No. 13, it is accounted for as a
                lease under which the Partnership is lessor and the Leasing
                Company is lessee.

                The Leasing Agent Agreement generally provides that the Leasing
                Company will make payments to the Partnership based upon rentals
                collected from ocean carriers after deducting direct operating
                expenses and management fees to CCC and the Leasing Company. The
                Leasing Company leases containers to ocean carriers, generally
                under operating leases which are either master leases or term
                leases (mostly two to five years). Master leases do not specify
                the exact number of containers to be leased or the term that
                each container will remain on hire but allow the ocean carrier
                to pick up and drop off containers at various locations; rentals
                are based upon the number of containers used and the applicable
                per-diem rate. Accordingly, rentals under master leases are all
                variable and contingent upon the number of containers used. Most
                containers are leased to ocean carriers under master leases;
                leasing agreements with fixed payment terms are not material to
                the financial statements. Since there are no material minimum
                lease rentals, no disclosure of minimum lease rentals is
                provided in these financial statements.


                                                                     (Continued)


                                       7
<PAGE>   8
                            IEA INCOME FUND XII, L.P.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


        (c)     Basis of Accounting

                The Partnership utilizes the accrual method of accounting. Net
                lease revenue is recorded by the Partnership in each period
                based upon its leasing agent agreement with the Leasing Company.
                Net lease revenue is generally dependent upon operating lease
                rentals from operating lease agreements between the Leasing
                Company and its various lessees, less direct operating expenses
                and management fees due in respect of the containers specified
                in each operating lease agreement.


        (d)     Financial Statement Presentation

                These financial statements have been prepared without audit.
                Certain information and footnote disclosures normally included
                in financial statements prepared in accordance with generally
                accepted accounting procedures have been omitted. It is
                suggested that these financial statements be read in conjunction
                with the financial statements and accompanying notes in the
                Partnership's latest annual report on Form 10-K.

                The preparation of financial statements in conformity with
                generally accepted accounting principles (GAAP) requires the
                Partnership to make estimates and assumptions that affect the
                reported amounts of assets and liabilities and disclosure of
                contingent assets and liabilities at the date of the financial
                statements and the reported amounts of revenues and expenses
                during the reported period. Actual results could differ from
                those estimates.

                The interim financial statements presented herewith reflect all
                adjustments of a normal recurring nature which are, in the
                opinion of management, necessary to a fair statement of the
                financial condition and results of operations for the interim
                periods presented.


(2)     Net Lease Receivables Due from Leasing Company

        Net lease receivables due from the Leasing Company are determined by
        deducting direct operating payables and accrued expenses, base
        management fees payable, and reimbursed administrative expenses payable
        to CCC and its affiliates from the rental billings payable by the
        Leasing Company to the Partnership under operating leases to ocean
        carriers for the containers owned by the Partnership. Net lease
        receivables at September 30, 1997 and December 31, 1996 were as follows:

<TABLE>
<CAPTION>
                                                       September 30,     December 31,
                                                           1997              1996
                                                       ------------      ------------
<S>                                                    <C>               <C>         
Lease receivables, net of doubtful accounts
   of $339,825 at September 30, 1997 and $318,136
   at December 31, 1996                                $  2,226,976      $  2,377,329
Less:
Direct operating payables and accrued expenses              509,226           634,032
Damage protection reserve                                   189,816           196,373
Base management fees                                        290,456           282,898
Reimbursed administrative expenses                           41,961            46,030
                                                       ------------      ------------
                                                       $  1,195,517      $  1,217,996
                                                       ============      ============
</TABLE>


                                                                     (Continued)


                                       8
<PAGE>   9
                            IEA INCOME FUND XII, L.P.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


(3)     Due to General Partner

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


(4)     Net Lease Revenue

        Net lease revenue is determined by deducting direct operating expenses,
        base management fees and reimbursed administrative expenses to CCC and
        its affiliates from the rental revenue billed by the Leasing Company
        under operating leases to ocean carriers for the containers owned by the
        Partnership. Net lease revenue for the three and nine-month periods
        ended September 30, 1997 and 1996 was as follows:

<TABLE>
<CAPTION>
                                               Three Months Ended                  Nine Months Ended
                                         ------------------------------      ------------------------------
                                         September 30,     September 30,     September 30,     September 30,
                                             1997              1996              1997              1996
                                         ------------      ------------      ------------      ------------
<S>                                      <C>               <C>               <C>               <C>         

Rental revenue                           $  2,327,673      $  2,656,463      $  6,940,559      $  8,199,612
Less:
Rental equipment operating expenses           563,258           653,221         1,875,121         1,895,608
Base management fees                          160,540           179,780           478,623           558,407
Reimbursed administrative expenses            116,438           148,576           356,331           448,378
                                         ------------      ------------      ------------      ------------
                                         $  1,487,437      $  1,674,886      $  4,230,484      $  5,297,219
                                         ============      ============      ============      ============
</TABLE>


                                       9
<PAGE>   10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

It is suggested that the following discussion be read in conjunction with the
Registrant's most recent annual report on Form 10-K.

1)      Material changes in financial condition between September 30, 1997 and
        December 31, 1996.

        At September 30, 1997, the Registrant had $1,616,451 in cash and cash
        equivalents, a decrease of $646,188 from the December 31, 1996 cash
        balances. At September 30, 1997, the Registrant had approximately
        $88,000 in cash generated from equipment sales reserved as part of its
        cash balances. Throughout the remainder of 1997, the Registrant expects
        to continue using cash generated from equipment sales to purchase and
        replace containers which have been lost or damaged beyond repair.

        The Registrant's operating performance contributed to a 2% decline in
        net lease receivables at September 30, 1997 when compared to December
        31, 1996. The Registrant's cash distribution from operations for the
        third quarter of 1997 was 7.25% (annualized) of the limited partners'
        original capital contribution, unchanged from the second quarter of
        1997. These distributions are directly related to the Registrant's
        results from operations and may fluctuate accordingly.

        During 1996, ocean carriers and other transport companies moved away
        from leasing containers outright, as declining container prices,
        favorable interest rates and the abundance of available capital resulted
        in ocean carriers and transport companies purchasing a larger share of
        equipment for their own account, reducing their need for leased
        containers. Once the demand for leased containers began to fall,
        per-diem rental rates were also adversely affected. Since the beginning
        of 1997, the container leasing industry has experienced a modest
        recovery as indicated by an upward trend in container utilization. The
        impact of this trend on the utilization rates of the Registrant has been
        mixed. The Registrant's dry container utilization rate increased from
        77% at December 31, 1996 to 82% at September 30, 1997, while the
        refrigerated container utilization rates declined from 86% at December
        31, 1996 to 83% at September 30, 1997, respectively. Increasing cargo
        volumes and continuing equipment imbalances within the container fleets
        of shipping lines and transport companies have re-established a need for
        these companies to replenish their leased fleets during 1997.

        Although there has been an improvement in container utilization rates,
        per-diem rental rates continue to remain under pressure as a result of
        the following factors: start-up leasing companies offering new
        containers and low rental rates in an effort to break into the leasing
        market; established leasing companies reducing rates to very low levels;
        and a continuing oversupply of containers. The recent volatility of the
        Hong Kong and other Asian financial markets and its impact on trade,
        shipping, and container leasing, especially intra-Asia and Asia-Europe
        routes, has yet to be determined. While these conditions could impact
        the Registrant's financial condition and operating performance through
        the remainder of 1997 and first half of 1998, the Registrant is well
        positioned to take advantage of further improvements in the container
        leasing market.


                                       10
<PAGE>   11
2)      Material changes in the results of operations between the three and
        nine-month periods ended September 30, 1997 and the three and nine-month
        periods ended September 30, 1996.

        Net lease revenue for the three and nine-month periods ended September
        30, 1997 was $1,487,437 and $4,230,484, respectively, a decline of
        approximately 11% and 20% from same respective periods in the prior
        year. Gross rental revenue (a component of net lease revenue) for the
        three and nine-month periods ended September 30, 1997 was $2,327,673 and
        $6,940,559, respectively, reflecting a decline of 12% and 15% from the
        same respective periods in the prior year. During 1997, gross lease
        revenue was primarily impacted by lower per-diem rental rates and
        utilization levels. Average dry cargo container per-diem rental rates
        for the three and nine-month periods ended September 30, 1997 declined
        approximately 12% and 10%, respectively, when compared to the same
        periods in the prior year. Average refrigerated container per-diem
        rental rates for the three and nine-month periods ended September 30,
        1997 declined approximately 11% and 18%, respectively, when compared to
        the same periods in the prior year. Dry cargo container utilization,
        which steadily increased since December 31, 1996, did not recover to the
        same levels experienced during the three and nine-month periods ended
        September 30, 1996. Refrigerated container utilization rates declined in
        each of the three and nine-month periods ended September 30, 1997, as
        many of the term leases entered into during the Registrant's initial
        years of operation have since expired.

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


<TABLE>
<CAPTION>
                                                     Three Months Ended                 Nine Months Ended
                                            -------------------------------      -------------------------------
                                            September 30,     September 30,      September 30,     September 30,
                                                 1997              1996              1997              1996
                                            -------------     -------------      -------------     -------------
<S>                                         <C>               <C>                <C>               <C>   

Average Fleet Size (measured in
  twenty-foot equivalent units (TEU))
     Dry cargo containers                       20,361            20,295            20,340            20,299
     Refrigerated containers                       811               811               811               812
Average Utilization
     Dry cargo containers                           81%               82%               79%               83%
     Refrigerated containers                        83%               88%               84%               89%
</TABLE>


        Rental equipment operating expenses were 24% and 27%, respectively, of
        the Registrant's gross lease revenue during the three and nine-month
        periods ended September 30, 1997, as compared to 25% and 23%,
        respectively, during the three and nine-month periods ended September
        30, 1996. These changes was largely attributable to an increase in costs
        associated with lower utilization levels, including handling and
        storage.

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


                                       11
<PAGE>   12
        The Parent Company is the indirect corporate parent of Cronos Capital
        Corp., the general partner of the Registrant. In its letter of
        resignation to the Parent Company, Arthur Andersen states that it
        resigned as auditors of the Parent Company and all other entities
        affiliated with the Parent Company. While its letter of resignation was
        not addressed to the general partner or the Registrant, Arthur Andersen
        confirmed to the general partner that its resignation as auditors of the
        entities referred to in its letter of resignation included its
        resignation as auditors of Cronos Capital Corp. and the Registrant.
        Following Arthur Andersen's resignation, the Parent Company subsequently
        received notification from the Securities and Exchange Commission that
        it was conducting a private investigation of the Parent Company
        regarding the events and circumstances leading to Arthur Andersen's
        resignation. The results of this investigation are still pending.
        Accordingly, the Registrant does not, at this time, have sufficient
        information to determine the impact, if any, that the Securities and
        Exchange Commission investigation of the Parent Company and the concerns
        expressed by Arthur Andersen in its letter of resignation may have on
        the future operating results and financial condition of the Registrant
        or the Leasing Company's ability to manage the Registrant's fleet in
        subsequent periods. However, the general partner of the Registrant does
        not believe, based upon the information currently available to it, that
        Arthur Andersen's resignation was triggered by any concern over the
        accounting policies and procedures followed by the Registrant.

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

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

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


        Cautionary Statement

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


                                       12
<PAGE>   13
                           PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

(a)     Exhibits

<TABLE>
<CAPTION>
        Exhibit
           No.                            Description                             Method of Filing
        -------                           -----------                             ----------------

<S>               <C>                                                             <C>         
          3(a)    Limited Partnership Agreement of the Registrant,                *
                  amended and restated as of December 2, 1991

          3(b)    Certificate of Limited Partnership of the Registrant            **

          10      Form of Leasing Agent Agreement with Cronos Containers          ***
                  Limited

          27      Financial Data Schedule                                         Filed with this document
</TABLE>


(b)     Reports on Form 8-K

        No reports on Form 8-K were filed by the Registrant during the quarter
        ended September 30, 1997..





----------

*       Incorporated by reference to Exhibit "A" to the Prospectus of the
        Registrant dated December 2, 1991, included as part of Registration
        Statement on Form S-1 (No. 33-42697)

**      Incorporated by reference to Exhibit 3.2 to the Registration Statement
        on Form S-1 (No. 33-42697)

***     Incorporated by reference to Exhibit 10.2 to the Registration Statement
        on Form S-1 (No. 33-42697)


                                       13
<PAGE>   14
                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                      IEA INCOME FUND XII, L.P.

                                      By  Cronos Capital Corp.
                                          The General Partner



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



Date: November 10, 1997


                                       14
<PAGE>   15
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
        Exhibit
           No.                            Description                             Method of Filing
        -------                           -----------                             ----------------

<S>               <C>                                                             <C>         
          3(a)    Limited Partnership Agreement of the Registrant,                *
                  amended and restated as of December 2, 1991

          3(b)    Certificate of Limited Partnership of the Registrant            **

          10      Form of Leasing Agent Agreement with Cronos Containers          ***
                  Limited

          27      Financial Data Schedule                                         Filed with this document
</TABLE>


----------

*       Incorporated by reference to Exhibit "A" to the Prospectus of the
        Registrant dated December 2, 1991, included as part of Registration
        Statement on Form S-1 (No. 33-42697)

**      Incorporated by reference to Exhibit 3.2 to the Registration Statement
        on Form S-1 (No. 33-42697)

***     Incorporated by reference to Exhibit 10.2 to the Registration Statement
        on Form S-1 (No. 33-42697)