<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 0-18169

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


         California                                            94-3069954
(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 IX, L.P.

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

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                              <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 IX, L.P.

                                 BALANCE SHEETS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                        September 30,      December 31,
                                                           1997               1996
                                                        ------------       ------------
<S>                                                     <C>                <C>         
               Assets
Current assets:
   Cash and cash equivalents, includes $844,573 at
   September 30, 1997 and $935,733 at December 31,
   1996 in interest-bearing accounts                    $    949,776       $    936,081
Net lease receivables due from Leasing Company
      (notes 1 and 2)                                        466,547            543,250
                                                        ------------       ------------

         Total current assets                              1,416,323          1,479,331
                                                        ------------       ------------

Container rental equipment, at cost                       16,014,882         16,577,611
   Less accumulated depreciation                           7,312,924          6,867,857
                                                        ------------       ------------
      Net container rental equipment                       8,701,958          9,709,754
                                                        ------------       ------------

                                                        $ 10,118,281       $ 11,189,085
                                                        ============       ============
          Partners' Capital

Partners' capital (deficit):
   General partner                                      $    (15,671)      $     (4,963)
   Limited partners                                       10,133,952         11,194,048
                                                        ------------       ------------

         Total partners' capital                          10,118,281         11,189,085
                                                        ------------       ------------

                                                        $ 10,118,281       $ 11,189,085
                                                        ============       ============
</TABLE>


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


                                       4


<PAGE>   5
                            IEA INCOME FUND IX, 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 3)                $ 437,531       $ 515,180       $ 1,322,701       $1,523,822
Other operating expenses:
  Depreciation                                     233,564         243,419           714,130          738,145
  Other general and administrative expenses          5,670          10,767            28,665           28,258
                                                 ---------       ---------       -----------       ----------
                                                   239,234         254,186           742,795          766,403
                                                 ---------       ---------       -----------       ----------
    Earnings from operations                       198,297         260,994           579,906          757,419
Other income (expense):
  Interest income                                    9,996          13,992            30,998           41,654
  Net gain (loss) on disposal of equipment         (37,728)         10,453           (67,147)             589
                                                 ---------       ---------       -----------       ----------
                                                   (27,732)         24,445           (36,149)          42,243
                                                 ---------       ---------       -----------       ----------
    Net earnings                                 $ 170,565       $ 285,439       $   543,757       $  799,662
                                                 =========       =========       ===========       ==========
Allocation of net earnings:
  General partner                                $  20,490       $  30,777       $    63,581       $   76,248
  Limited partners                                 150,075         254,662           480,176          723,414
                                                 ---------       ---------       -----------       ----------
                                                 $ 170,565       $ 285,439       $   543,757       $  799,662
                                                 =========       =========       ===========       ==========
Limited partners' per unit share
   of net earnings                               $    4.42       $    7.49       $     14.13       $    21.28
                                                 =========       =========       ===========       ==========
</TABLE>


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


                                       5


<PAGE>   6
                            IEA INCOME FUND IX, 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                   $ 1,414,047       $ 1,586,423

Cash flows provided by (used in) investing activities:
  Proceeds from sale of container rental equipment              214,558           267,911
  Acquisition fees paid to general partner                         (349)          (13,238)
                                                            -----------       -----------

        Net cash provided by investing activities               214,209           254,673
                                                            -----------       -----------

Cash flows used in financing activities:
  Distribution to partners                                   (1,614,561)       (1,895,459)
                                                            -----------       -----------

Net increase (decrease) in cash and cash equivalents             13,695           (54,363)

Cash and cash equivalents at January 1                          936,081         1,109,678
                                                            -----------       -----------

Cash and cash equivalents at September 30                   $   949,776       $ 1,055,315
                                                            ===========       ===========
</TABLE>


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


                                       6


<PAGE>   7
                            IEA INCOME FUND IX, L.P.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


(1)  Summary of Significant Accounting Policies

     (a) Nature of Operations

         IEA Income Fund IX, L.P. (the "Partnership") is a limited partnership
         organized under the laws of the State of California on June 8, 1988 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 the business
         of the Partnership. The Partnership shall continue until December 31,
         2009, unless sooner terminated upon the occurrence of certain events.

         The Partnership commenced operations on December 5, 1988, when the
         minimum subscription proceeds of $1,000,000 were obtained. The
         Partnership offered 40,000 units of limited partnership interest at
         $500 per unit, or $20,000,000. The offering terminated on September 11,
         1989, at which time 33,992 limited partnership units had been
         purchased.

         As of September 30, 1997, the Partnership operated 2,137 twenty-foot,
         730 forty-foot and 1,426 forty-foot high-cube marine dry cargo
         containers.


     (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.

         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.

                                                                     (Continued)


                                       7


<PAGE>   8
                            IEA INCOME FUND IX, 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 $117,532 at September 30, 1997 and $124,324
            at December 31, 1996                                $758,258      $767,166
         Less:
         Direct operating payables and accrued expenses          163,909        79,541
         Damage protection reserve                                63,754        73,502
         Base management fees                                     52,271        57,795
         Reimbursed administrative expenses                       11,777        13,078
                                                                --------      --------
                                                                $466,547      $543,250
                                                                ========      ========
</TABLE>


                                                                     (Continued)


                                       8


<PAGE>   9
                            IEA INCOME FUND IX, L.P.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


(3)  Net Lease Revenue

     Net lease revenue is determined by deducting direct operating expenses,
     base management fees and reimbursed administrative expenses 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 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                           $647,005      $  747,360      $1,978,005      $2,377,997
Less:
Rental equipment operating expenses       132,813         137,764         419,971         571,234
Base management fees                       44,844          52,655         137,568         156,488
Reimbursed administrative expenses         31,817          41,761          97,765         126,453
                                         --------      ----------      ----------      ----------
                                         $437,531      $  515,180      $1,322,701      $1,523,822
                                         ========      ==========      ==========      ==========
</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.

     During the first nine months of 1997, the Registrant disposed of 138
     containers as part of its ongoing container operations. At September 30,
     1997, 90% of the original equipment remained in the Registrant's fleet, as
     compared to 93% at December 31, 1996, and was comprised of the following:


<TABLE>
<CAPTION>
                                                         40-Foot
                             20-Foot       40-Foot      High-Cube
                              -----          ---          -----
<S>                           <C>            <C>          <C>  
Containers on lease:
   Term leases                  167           53            131
   Master lease               1,481          549          1,122
                              -----          ---          -----
       Subtotal               1,648          602          1,253
Containers off lease            489          128            173
                              -----          ---          -----
   Total container fleet      2,137          730          1,426
                              =====          ===          =====
</TABLE>


<TABLE>
<CAPTION>
                                                                                      40-Foot
                                               20-Foot             40-Foot           High-Cube
                                           --------------       ------------       --------------
                                           Units       %       Units      %        Units       %
                                           -----      ---       ---      ---       -----      ---
<S>                                        <C>        <C>       <C>      <C>       <C>        <C> 
      Total purchases                      2,327      100%      799      100%      1,653      100%
         Less disposals                      190        8%       69        9%        227       14%
                                           -----      ---       ---      ---       -----      ---
Remaining fleet at September 30, 1997      2,137       92%      730       91%      1,426       86%
                                           =====      ===       ===      ===       =====      ===
</TABLE>


     Net lease receivables declined 14% from December 31, 1996. This decline was
     primarily attributable to an increase in direct operating payables and
     accrued expenses, a component of net lease receivables. Deferred revenue
     from advance billings on rental containers contributed to a $84,368 (106%)
     increase in direct operating payables and accrued expenses.

     During the third quarter of 1997, distributions from operations and sales
     proceeds amounted to $512,548, reflecting distributions to the general and
     limited partners for the second quarter of 1997. This represents a decline
     from the $544,738 distributed during the second quarter of 1997, reflecting
     distributions for the first quarter of 1997.

     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. This trend can also be seen within the
     Registrant's utilization rate, which increased from 79% at December 31,
     1996 to 83% at September 30, 1997. 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.


                                       10


<PAGE>   11
     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.


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 $437,531 and $1,322,701, respectively, a decline of approximately
     15% and 13%, respectively, from the same three and nine-month 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 $647,005 and
     $1,978,005, respectively, a decline of 13% and 17%, respectively, from the
     same three and nine-month periods in 1996. During 1997, gross rental
     revenue was primarily impacted by a slightly smaller fleet size and lower
     per-diem rental rates. Average per-diem rental rates declined 10% in each
     of the same three and nine-month periods in the prior year, respectively.
     Utilization of the Registrant's fleet of containers, which steadily
     increased since December 31, 1996, did not recover to the same level
     averaged during the nine-month period ended September 30, 1996. 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))      6,494               6,726               6,600               6,813
Average Utilization                           82%                 82%                 81%                 82%
</TABLE>


     Rental equipment operating expenses were 21% of the Registrant's gross
     lease revenue during each of the three and nine-month periods ended
     September 30, 1997, as compared to 18% and 24%, respectively, during the
     three and nine-month periods ended September 30, 1996. The Registrant's
     fleet size and related operating results contributed to a decline in base
     management fees and reimbursed administrative expenses.


                                       11


<PAGE>   12
     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 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 September 12, 1988

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

        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 September 12, 1988, included as part of Registration
     Statement on Form S-1 (No. 33-23321)

**   Incorporated by reference to Exhibit 3.4 to the Registration Statement on
     Form S-1 (No. 33-23321)


                                       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 IX, 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 September 12, 1988

     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 September 12, 1988, included as part of Registration
     Statement on Form S-1 (No. 33-23321)

**   Incorporated by reference to Exhibit 3.4 to the Registration Statement on
     Form S-1 (No. 33-23321)


                                       15