<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 JUNE 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 0-10474

                      IEA MARINE CONTAINER INCOME FUND III
                       (A CALIFORNIA LIMITED PARTNERSHIP)
             (Exact name of registrant as specified in its charter)


          California                                    94-2717330
(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 MARINE CONTAINER INCOME FUND III
                       (A CALIFORNIA LIMITED PARTNERSHIP)

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

                                TABLE OF CONTENTS

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

  Item 1. Financial Statements

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

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

          Statements of Cash Flows for the six months ended June 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                                 10
          Operations


PART II - OTHER INFORMATION

  Item 6. Exhibits and Reports on Form 8-K                                                                           14
</TABLE>


                                       2


<PAGE>   3


                         PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements

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


                                       3


<PAGE>   4



                      IEA MARINE CONTAINER INCOME FUND III
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                                  (unaudited)



<TABLE>
<CAPTION>
                                                                             June 30,            December 31,
                                                                               1997                   1996
                   Assets                                                   ----------            -----------  
<S>                                                                        <C>                    <C>       
Current assets:
    Cash and cash equivalents, includes $452,291 at June 30, 1997
       and $656,038 at December 31, 1996 in interest-bearing accounts       $  460,281            $  656,333
    Net lease receivables due from Leasing Company
       (notes 1 and 2)                                                         124,958               252,850
                                                                            ----------            ----------

           Total current assets                                                585,239               909,183
                                                                            ----------            ----------

Container rental equipment, at cost                                          2,442,653             3,173,384
    Less accumulated depreciation                                            1,693,446             2,201,024
                                                                            ----------            ----------
       Net container rental equipment                                          749,207               972,360
                                                                            ----------            ----------

                                                                            $1,334,446            $1,881,543
                                                                            ==========            ==========

              Partners' Capital

Partners' capital:
    General partners                                                        $      656            $    3,103
    Limited partners                                                         1,333,790             1,878,440
                                                                            ----------            ----------

           Total partners' capital                                           1,334,446             1,881,543
                                                                            ----------            ----------

                                                                            $1,334,446            $1,881,543
                                                                            ==========            ==========
</TABLE>


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


                                       4


<PAGE>   5


                      IEA MARINE CONTAINER INCOME FUND III
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                       Three Months Ended                Six Months Ended
                                                   -----------------------------------------------------------
                                                     June 30,       June 30,         June 30,         June 30,
                                                     1997             1996             1997             1996
                                                   --------         --------         --------         --------
<S>                                                <C>              <C>              <C>              <C>     
Net lease revenue (notes 1 and 3)                  $ 42,848         $158,713         $150,589         $365,530
Other operating expenses:
     Other general and administrative expenses       11,330            8,943           21,422           18,436
                                                   --------         --------         --------         --------
         Earnings from operations                    31,518          149,770          129,167          347,094
Other income:
     Interest income                                  5,535           11,296           12,635           21,604
     Net gain on disposal of equipment               32,401          132,877           72,318          202,900
                                                   --------         --------         --------         --------
                                                     37,936          144,173           84,953          224,504
                                                   --------         --------         --------         --------
         Net earnings                              $ 69,454         $293,943         $214,120         $571,598
                                                   ========         ========         ========         ========
Allocation of net earnings:
     General partners                              $  5,565         $  6,403         $  8,764         $  9,179
     Limited partners                                63,889          287,540          205,356          562,419
                                                   --------         --------         --------         --------
                                                   $ 69,454         $293,943         $214,120         $571,598
                                                   ========         ========         ========         ========
Limited partners' per unit share of net earnings   $   2.13         $   9.59         $   6.85         $  18.75
                                                   ========         ========         ========         ========
</TABLE>


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



                                       5


<PAGE>   6


                      IEA MARINE CONTAINER INCOME FUND III
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                 Six Months Ended
                                                      -------------------------------------
                                                        June 30,                June 30,
                                                         1997                      1996
                                                      ------------            -------------

<S>                                                    <C>                      <C>        
Net cash provided by operating activities              $ 234,208                $   462,795

Cash flows provided by investing activities:
     Proceeds from disposal of equipment                 330,956                    745,954

Cash flows used in financing activities:
     Distribution to partners                           (761,216)                (1,108,724)
                                                       ---------                -----------

Net increase (decrease) in cash and cash equivalents    (196,052)                   100,025

Cash and cash equivalents at January 1                   656,333                    837,918
                                                       ---------                -----------

Cash and cash equivalents at June 30                   $ 460,281                $   937,943
                                                       =========                ===========
</TABLE>


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


                                       6


<PAGE>   7


                      IEA MARINE CONTAINER INCOME FUND III
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


(1)   Summary of Significant Accounting Policies

      (a) Nature of Operations


          IEA Marine Container Income Fund III (A California Limited
          Partnership) (the "Partnership"), was organized under the laws of the
          State of California on January 3, 1980 for the purpose of owning and
          leasing marine dry cargo containers. The managing general partner is
          Cronos Capital Corp. ("CCC"); the associate general partner is Smith
          Barney Shearson, Inc. CCC, with its affiliate, Cronos Containers
          Limited (the "Leasing Company"), manages the business of the
          partnership.

          The Partnership commenced operations on April 3, 1981, when the
          minimum subscription proceeds of $500,000 were obtained. The
          Partnership offered 30,000 units of limited partnership interest at
          $500 per unit, or $15,000,000. The offering terminated on June 26,
          1981, at which time 30,000 limited partnership units had been
          purchased.

          As of June 30, 1997, 12% of the original equipment remained in the
          Partnership's fleet and was comprised of 877 twenty-foot and 121
          forty-foot marine dry cargo containers. Commencing in 1991, the
          Partnership's 11th year of operations, the Partnership began focusing
          its attention on the disposition of its fleet in accordance with
          another of its original investment objectives, realizing the residual
          value of its containers after the expiration of their economic useful
          lives, estimated to be between 10 to 15 years after placement in
          leased service. During this phase, the Partnership has actively
          disposed of containers within its fleet, while cash proceeds from
          equipment disposals, in addition to cash from operations, provided the
          cash flow for distributions to the limited partners. The Partnership,
          having just completed its 16th year of operations, will focus its
          attention during 1997 on disposing its remaining fleet.


      (b) Leasing Company and Leasing Agent Agreement

          Pursuant to the Limited Partnership Agreement of the Partnership, all
          authority to administer the business of the Partnership is vested in
          CCC. CCC 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.


                                                                   (Continued)
                                      
                                       7



<PAGE>   8


                      IEA MARINE CONTAINER INCOME FUND III
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


      (b) Leasing Company and Leasing Agent Agreement - (Continued)

          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. 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.


      (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.


                                                                    (Continued)


                                       8


<PAGE>   9


                      IEA MARINE CONTAINER INCOME FUND III
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


(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 and incentive fees 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 June 30, 1997 and December 31, 1996 were as follows:

<TABLE>
<CAPTION>
                                                            June 30,                December 31,
                                                              1997                      1996
                                                           ---------                  --------

<S>                                                         <C>                       <C>     
Lease receivables, net of doubtful accounts                
   of $233,932 at June 30, 1997 and $199,540
   at December 31, 1996                                     $217,027                  $368,092
Less:
Direct operating payables and accrued expenses                50,155                    71,137
Damage protection reserve                                     41,914                    44,105
                                                            --------                  --------

                                                            $124,958                  $252,850
                                                            ========                  ========
</TABLE>


(3)   Net Lease Revenue

      Net lease revenue is determined by deducting direct operating expenses and
      base management fees to CCC 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 six-month periods
      ended June 30, 1997 and 1996, was as follows:


<TABLE>
<CAPTION>
                                                        Three Months Ended                  Six Months Ended
                                                   --------------------------         --------------------------
                                                     June 30,        June 30,           June 30,       June 30,
                                                      1997            1996               1997            1996
                                                   ----------      ---------          -----------    -----------
<S>                                                <C>             <C>                <C>            <C>        
          Rental revenue                           $  126,392      $  288,836         $   272,536    $   638,393
          Less:
          Rental equipment operating expenses          57,408          79,744              66,583        159,294
          Base management fees                         26,136          50,379              55,364        113,569
                                                     --------        --------            --------        -------
                                                   $   42,848      $  158,713         $   150,589    $   365,530
                                                     ========         =======             =======        =======
</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 June 30, 1997 and December
      31, 1996.

      As discussed in the Registrant's report for the year ended December 31,
      1996, the Registrant entered 1997 with a view towards disposing its
      remaining container fleet. During the first six months of 1997, the
      Registrant disposed of 294 containers as part of its ongoing container
      operations, contributing to a decline in the Registrant's operating
      results and related cash balances. At June 30, 1997, 12% of the original
      equipment remained in the Registrant's fleet, as compared to 16% at
      December 31, 1996, and was comprised of the following:

<TABLE>
<CAPTION>
                                                          20-Foot                  40-Foot
                                                          -------                  -------
<S>                                                          <C>                        <C>
         Containers on lease:
              Term leases                                    74                         8
              Master lease                                  730                        96
                                                            ---                      ----
                  Subtotal                                  804                       104

         Containers off lease                                73                        17
                                                           ----                      ----

              Total container fleet                         877                       121
                                                            ===                       ===
</TABLE>

<TABLE>
<CAPTION>
                                                           20-Foot                 40-Foot
                                                     ----------------           --------------
                                                     Units         %            Units       %
                                                     ------      ----           -----     ----
<S>                                                   <C>        <C>              <C>     <C> 
         Total purchases                              7,257      100%             890     100%
              Less disposals                          6,380       88%             769      86%
                                                      -----     ----              ---    ----

         Remaining fleet at June 30, 1997               877       12%             121      14%
                                                     ======     =====            ====    =====
</TABLE>


      The Registrant's diminishing fleet size and its related operating
      performance contributed to 51% decline in net lease receivables at June
      30, 1997, when compared to December 31, 1996. During the second quarter of
      1997, distributions from operations and sales proceeds amounted to
      $305,292, reflecting distributions to the general and limited partners for
      the first quarter of 1997. This represents a decline from the $455,924
      distributed during the first quarter of 1997, reflecting distributions for
      the fourth quarter of 1996. The Registrant's efforts to dispose of the
      remaining fleet should produce lower operating results and, consequently,
      lower distributions to its partners in subsequent quarters. Additionally,
      the Registrant may refrain from distributing cash generated from
      operations and sales proceeds to its partners, reserving all excess cash
      as part of its working capital in order to maintain sufficient cash
      reserves for expenses relating to its final liquidation and subsequent
      dissolution.


                                       10


<PAGE>   11


      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 the demand for leased containers. Once the
      demand for leased containers began to fall, per-diem rental rates were
      also adversely affected, contributing to an uncertain start to 1997. Since
      the beginning of the year, the container leasing industry has experienced
      an upward trend in container utilization. This trend can also be seen
      within the Registrant's utilization rate, which increased from 90% at
      December 31, 1996 to 91% at June 30, 1997. During 1996, shipping lines and
      other transport companies had reduced their leased fleets to minimal
      levels in an attempt to reduce costs. However, increasing cargo volumes
      and continued equipment imbalances within the container fleets of shipping
      lines and transport companies have established a need for these companies
      to replenish their leased fleets.

      Although there has been an improvement in container utilization rates,
      per-diem rental rates continue to remain under pressure. The decline in
      per-diem rental rates from those evidenced during 1996 can be attributed
      to the following factors: three new leasing companies have offered new
      containers and low rental rates in an effort to break into the leasing
      market; established leasing companies have reduced rates to very low
      levels; and a continued over supply of containers. Although these
      conditions are expected to continue to impact the Registrant's financial
      condition and operating performance throughout 1997, the long-term outlook
      remains a positive one.

2)    Material changes in the results of operations between the three and
      six-month periods ended June 30, 1997 and the three and six-month periods
      ended June 30, 1996.

      Net lease revenue for the three and six-month periods ended June 30, 1997
      was $42,848 and $150,589, respectively, a decline of 73% and 59% from the
      same three and six-month periods in the prior year, respectively.
      Approximately 47% and 34% of the Registrant's net earnings for the three
      and six-month periods ended June 30, 1997, respectively, were from gain on
      disposal of equipment, as compared to 45% and 35% for the same three and
      six-month periods in the prior year, respectively. As the Registrant
      continues the disposal of its containers in subsequent periods, net gain
      on disposal should contribute significantly to the Registrant's net
      earnings.

      Gross rental revenue (a component of net lease revenue) for the three and
      six-month periods ended June 30, 1997 was $126,392 and $272,536,
      respectively, reflecting a decline of 56% and 57% from the same three and
      six-month periods in 1996, respectively. During 1997, gross rental revenue
      was impacted by the Registrant's diminishing fleet size and a decline in
      per-diem rental rates. Average per-diem rental rates decreased
      approximately 14% and 13%, when compared to the same three and six-month
      periods in the prior year, respectively. Utilization rates increased when
      compared to the same three and six-month periods in the prior year, as the
      market demand for leased containers improved since 1996 and the
      Registrant's continuing disposal of containers reduced the number of
      off-hire containers. The Registrant's average fleet size and utilization
      rates for the three and six-month periods ended June 30, 1997 and June 30,
      1996 were as follows:


<TABLE>
<CAPTION>
                                                      Three Months Ended                   Six Months Ended
                                                   -------------------------           -------------------------
                                                   June 30,         June 30,           June 30,         June 30,
                                                     1997             1996              1997              1996 
                                                    -----             -----             -----            ------- 
<S>                                                 <C>               <C>               <C>               <C>  
     Average Fleet Size (measured in
          twenty-foot equivalent units (TEU))       1,164             2,258             1,274             2,536
     Average Utilization                            92%               88%               91%               87%
</TABLE>


                                       11


<PAGE>   12


      Rental equipment operating expenses were 45%, and 24%, of the Registrant's
      gross lease revenue during the three and six-month periods ended June 30,
      1997, respectively, as compared to 28% and 25% during the three and
      six-month periods ended June 30, 1996, respectively. Contributing to the
      increase for the three-month period ended June 30, 1997 were increases in
      the provision for doubtful accounts and related legal expenses associated
      with the collection actions against the doubtful accounts of certain
      lessees.

      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.

      The Parent Company is the indirect corporate parent of Cronos Capital
      Corp., the managing 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 managing general partner or the Registrant, Arthur Andersen confirmed
      to the managing 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 managing 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 managing general partner do not believe these changes will
      have a material impact on the future operating results and financial
      condition of the Registrant.


                                       12


<PAGE>   13


      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.


                                       13


<PAGE>   14


                           PART II - OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K

(a)   Exhibits

<TABLE>
<CAPTION>
      Exhibits    
       No.                            Description                                      Method of Filing
       ----        ------------------------------------------------------------        ----------------
      <S>          <C>                                                                  <C> 
       3(a)        Limited Partnership Agreement of the Registrant, amended and          *
                   restated as of February 11, 1981

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

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


(b)   Reports on Form 8-K

      The Registrant filed a Report on Form 8-K, April 14, 1997, reporting the
      appointment of the Registrant's successor certifying accountant.






----------------

*      Incorporated by reference to Exhibit "A" to the Prospectus of the
       Registrant dated February 12, 1981, included as part of Registration
       Statement on Form S-1 (No. 2-70401)

**     Incorporated by reference to Exhibit 3.4 to the Registration Statement
       on Form S-1 (No. 2-70401)


                                       14


<PAGE>   15


                                   SIGNATURES


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



                                  IEA MARINE CONTAINER INCOME FUND III
                                  (A California Limited Partnership)

                                  By     Cronos Capital Corp.
                                         The Managing General Partner



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




Date:  August 14, 1997


                                       15


<PAGE>   16



                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
      Exhibits    
       No.                            Description                                      Method of Filing
       ----        ------------------------------------------------------------        ----------------
      <S>          <C>                                                                  <C> 
       3(a)        Limited Partnership Agreement of the Registrant, amended and          *
                   restated as of February 11, 1981

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

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




----------------

*      Incorporated by reference to Exhibit "A" to the Prospectus of the
       Registrant dated February 12, 1981, included as part of Registration
       Statement on Form S-1 (No. 2-70401)

**     Incorporated by reference to Exhibit 3.4 to the Registration Statement
       on Form S-1 (No. 2-70401)