<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 MARCH 31, 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 MARCH 31, 1997

                                TABLE OF CONTENTS


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

  Item 1.  Financial Statements

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

           Statements of Operations for the three months ended March 31, 1997 and 1996 (unaudited)         5

           Statements of Cash Flows for the three months ended March 31, 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 March 31,
         1997 and December 31, 1996, statements of operations for the three
         months ended March 31, 1997 and 1996, and statements of cash flows for
         the three months ended March 31, 1997 and 1996.




                                        3


<PAGE>   4



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

                                 BALANCE SHEETS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                             March 31,      December 31,
                                                                                1997            1996
                                                                             ----------     ------------
<S>                                                                          <C>             <C>
                           Assets
                           ------
Current assets:
     Cash and cash equivalents, includes $477,490 at March 31, 1997
         and $656,038 at December 31, 1996 in interest-bearing accounts      $  507,946      $  656,333
     Net lease receivables due from Leasing Company
         (notes 1 and 2)                                                        207,617         252,850
                                                                             ----------      ----------

               Total current assets                                             715,563         909,183
                                                                             ----------      ----------

Container rental equipment, at cost                                           2,794,369       3,173,384
     Less accumulated depreciation                                            1,939,647       2,201,024
                                                                             ----------      ----------
         Net container rental equipment                                         854,722         972,360
                                                                             ----------      ----------

                                                                             $1,570,285      $1,881,543
                                                                             ==========      ==========

                      Partners' Capital
                      -----------------
Partners' capital:
     General partners                                                        $      382      $    3,103
     Limited partners                                                         1,569,903       1,878,440
                                                                             ----------      ----------

               Total partners' capital                                        1,570,285       1,881,543
                                                                             ----------      ----------

                                                                             $1,570,285      $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
                                                      -----------------------
                                                      March 31,     March 31,
                                                        1997          1996
                                                      ---------     ---------
<S>                                                   <C>           <C>
Net lease revenue (notes 1 and 3)                     $107,741      $206,817

Other operating expenses:
   Other general and administrative expenses            10,092         9,493
                                                      --------      --------

            Earnings from operations                    97,649       197,324

Other income:
   Interest income                                       7,100        10,308
   Net gain on disposal of equipment                    39,917        70,023
                                                      --------      --------
                                                        47,017        80,331
                                                      --------      --------

      Net earnings                                    $144,666      $277,655
                                                      ========      ========

Allocation of net earnings:

   General partners                                   $  3,199      $  2,776
   Limited partners                                    141,467       274,879
                                                      --------      --------

                                                      $144,666      $277,655
                                                      ========      ========

Limited partners' per unit share of net earnings      $   4.72      $   9.16
                                                      ========      ========
</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>
                                                     Three Months Ended
                                                  ------------------------
                                                  March 31,       March 31,
                                                    1997            1996
                                                  ---------       --------
<S>                                               <C>             <C>
Net cash provided by operating activities         $ 124,965       $ 229,518


Cash flows provided by investing activities:
   Proceeds from disposal of equipment              182,572         245,939


Cash flows used in financing activities:
   Distribution to partners                        (455,924)       (625,054)
                                                  ---------       ---------


Net decrease in cash and cash equivalents          (148,387)       (149,597)


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


Cash and cash equivalents at March 31             $ 507,946       $ 688,321
                                                  =========       =========
</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 March 31, 1997, 14% of the original equipment remained in the
         Partnership's fleet and was comprised of 1,003 twenty-foot and 137
         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.




                                        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.




                                        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 March 31, 1997 and
         December 31, 1996 were as follows:

<TABLE>
<CAPTION>
                                                                March 31,   December 31,
                                                                  1997          1996
                                                                ---------   ------------
<S>                                                             <C>           <C>
            Lease receivables, net of doubtful accounts
              of $194,910 at March 31, 1997 and $199,540
              at December 31, 1996                              $318,081      $368,092
            Less:
            Direct operating payables and accrued expenses        70,562        71,137
            Damage protection reserve                             39,902        44,105
                                                                --------      --------

                                                                $207,617      $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-month periods ended March 31, 1997 and 1996, was as follows:

<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                     -----------------------
                                                     March 31,     March 31,
                                                       1997          1996
                                                     --------      ---------
<S>                                                  <C>           <C>
            Rental revenue                           $146,144      $349,557

            Less:
            Rental equipment operating expenses         9,175        79,550
            Base management fees                       29,228        63,190
                                                     --------      --------

                                                     $107,741      $206,817
                                                     ========      ========
</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 March 31, 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 quarter of 1997, the
         Registrant continued disposing of containers as part of its ongoing
         container operations. Accordingly, 152 containers were disposed during
         the first quarter of 1997, contributing to a decline in the
         Registrant's operating results and related cash balances. At March 31,
         1997, 14% 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                         70           11
              Master lease                       827          106
                                               -----        -----
                  Subtotal                       897          117

            Containers off lease                 106           20
                                               -----        -----

                  Total container fleet        1,003          137
                                               =====        =====
</TABLE>

<TABLE>
<CAPTION>
                                                     20-Foot         40-Foot
                                                   ------------    -----------
                                                   Units     %     Units    %
                                                   -----    ---    -----   ---
<S>                                                <C>      <C>     <C>    <C>
            Total purchases                        7,257    100%    890    100%
              Less disposals                       6,254     86%    753     85%
                                                   -----    ---     ---    ---

            Remaining fleet at March 31, 1997      1,003     14%    137     15%
                                                   =====    ===     ===    ===
</TABLE>


         The Registrant's diminishing fleet size and its related operating
         performance contributed to an 18% decline in net lease receivables at
         March 31, 1997, when compared to December 31, 1996. During the first
         quarter of 1997, distributions from operations and sales proceeds
         amounted to $455,924, reflecting distributions to the general and
         limited partners for the fourth quarter of 1996. This represents a
         decline from the $559,997 distributed during the fourth quarter of
         1996, reflecting distributions for the third 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. These conditions
         continued to exist throughout the first quarter of 1997. However, the
         Registrant's average utilization rate at March 31, 1997 was 90%,
         unchanged from December 31, 1996, a direct result of the Registrant's
         policy to dispose of its off-hire containers. The Leasing Company
         continues to implement various marketing strategies, including but not
         limited to, offering incentives to shipping companies, repositioning
         containers to high demand locations and focusing towards term leases
         and other leasing opportunities including the leasing of containers for
         local storage, in order to counter current leasing market conditions.
         Although these conditions are expected to continue throughout 1997, the
         Registrant's liquidity and capital resources will be primarily impacted
         by its decision to liquidate its remaining fleet.

2)       Material changes in the results of operations between the three-month 
         period ended March 31, 1997 and the three-month period ended March 31,
         1996.

         Net lease revenue for the first quarter of 1997 was $107,741, a decline
         of approximately 48% from the first quarter of 1996. Approximately 28%
         of the Registrant's net earnings for the three-month period ended March
         31, 1997 were from gain on disposal of equipment, as compared to 25%
         for the same three-month period in the prior year. As the Registrant
         disposes of its remaining containers, net gain on disposal should
         contribute significantly to the Registrant's net earnings and may
         fluctuate dependent on the level of container disposals.

         Gross rental revenue (a component of net lease revenue) for the quarter
         ended March 31, 1997 was $146,144 reflecting a decline of 58% from the
         same three-month period in 1996. During 1997, gross rental revenue was
         primarily impacted by the Registrant's diminishing fleet size. However,
         the sluggish container leasing market conditions that existed during
         1996 and throughout the first quarter of 1997 also contributed to lower
         average per-diem rental rates, which declined approximately 14% when
         compared to the same period in the prior year. The Registrant's average
         fleet size and utilization rates for the three-month periods ended
         March 31, 1997 and March 31, 1996 were as follows:

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                        -----------------------
                                                        March 31,     March 31,
                                                          1997          1996
                                                        ---------     ---------
           <S>                                            <C>           <C>
           Average Fleet Size (measured in
             twenty-foot equivalent units (TEU))          1,325         2,813
           Average Utilization                               90%           84%
</TABLE>


         Rental equipment operating expenses were 6% of the Registrant's gross
         lease revenue during the three-month period ended March 31, 1997, as
         compared to 23% during the three-month period ended March 31, 1996.
         Contributing to the decline were reductions in costs associated with
         higher utilization levels, including storage, handling and
         repositioning, and the reduction of certain expenses such as repair and
         maintenance, no longer incurred at levels comparable to prior periods.

         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 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.

         The Registrant does not, at this time, have sufficient information to
         determine the impact, if any, that 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 past 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 two most recent 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.

         Due to the nature and timing of Arthur Andersen's resignation, the
         Parent Company and Managing General Partner were unable to name a
         successor auditor on behalf of the Registrant until it retained 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.


         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 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, dated February 7, 1997 and
         Amendment No. 1 to Report on Form 8-K dated February 26, 1997,
         reporting the resignation of the Registrant's certifying accountant.

         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)




                                       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 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:  June 16, 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 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)