<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 0-18169

                            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 JUNE 30, 1997

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION                                                                                      PAGE
<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 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 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 INCOME FUND IX, L.P.

                                 BALANCE SHEETS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                             June 30,         December 31,
                                                                               1997               1996
                                                                           ------------       ------------
                   Assets
                   ------
<S>                                                                         <C>                <C>
Current assets:
    Cash and cash equivalents, includes $837,140 at June 30, 1997
       and $935,733 at December 31, 1996 in interest-bearing accounts       $   859,457        $   936,081
    Net lease receivables due from Leasing Company
       (notes 1 and 2)                                                          484,355            543,250
                                                                            -----------        -----------
           Total current assets                                               1,343,812          1,479,331
                                                                            -----------        -----------
Container rental equipment, at cost                                          16,365,883         16,577,611
    Less accumulated depreciation                                             7,249,431          6,867,857
                                                                            -----------        -----------
       Net container rental equipment                                         9,116,452          9,709,754
                                                                            -----------        -----------
                                                                            $10,460,264        $11,189,085
                                                                            ===========        ===========

              Partners' Capital
              -----------------

Partners' capital (deficit):
    General partner                                                         $   (12,251)       $    (4,963)
    Limited partners                                                         10,472,515         11,194,048
                                                                            -----------        -----------
           Total partners' capital                                           10,460,264         11,189,085
                                                                            -----------        -----------
                                                                            $10,460,264        $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        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)                        $432,963    $441,029     $885,170   $1,008,642
Other operating expenses:
     Depreciation                                         239,511     245,975      480,566      494,726
     Other general and administrative expenses             13,321       8,857       22,995       17,491
                                                         --------    --------     --------     --------
                                                          252,832     254,832      503,561      512,217
                                                         --------    --------     --------     --------
         Earnings from operations                         180,131     186,197      381,609      496,425
Other income (expense):
     Interest income                                        9,984      13,557       21,002       27,662
     Net loss on disposal of equipment                    (24,396)    (26,098)     (29,419)      (9,864)
                                                         --------    --------     --------     --------
                                                          (14,412)    (12,541)      (8,417)      17,798
                                                         --------    --------     --------     --------
         Net earnings                                    $165,719    $173,656     $373,192     $514,223
                                                         ========    ========     ========     ========
Allocation of net earnings:
     General partner                                     $ 25,415    $ 11,644     $ 43,091      $45,471
     Limited partners                                     140,304     162,012      330,101      468,752
                                                         --------    --------     --------     --------
                                                         $165,719    $173,656     $373,192     $514,223
                                                         ========    ========     ========     ========
Limited partners' per unit share of net earnings         $   4.13    $   4.77     $   9.71     $  13.79
                                                         ========    ========     ========     ========

</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>

                                                                Six Months Ended
                                                          ---------------------------
                                                            June 30,         June 30,
                                                              1997             1996
                                                          -----------     -----------
<S>                                                       <C>             <C>        
Net cash provided by operating activities                 $   932,574     $ 1,086,817

Cash flows provided by (used in) investing activities:
     Proceeds from sale of container rental equipment          93,164         101,559
     Acquisition fees paid to general partner                    (349)        (10,598)
                                                          -----------     -----------
           Net cash provided by investing activities           92,815          90,961
                                                          -----------     -----------
Cash flows used in financing activities:
     Distribution to partners                              (1,102,013)     (1,316,724)
                                                          -----------     -----------

Net decrease in cash and cash equivalents                     (76,624)       (138,946)

Cash and cash equivalents at January 1                        936,081       1,109,677
                                                          -----------     -----------
Cash and cash equivalents at June 30                      $   859,457     $   970,731
                                                          ===========     ===========
</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 June 30, 1997, the Partnership operated 2,156 twenty-foot, 737
          forty-foot and 1,484 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.



                                       7
<PAGE>   8

                            IEA INCOME FUND IX, L.P.

              NOTES TO UNAUDITED FINANCIAL STATEMENTS (Continued)


      (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 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 $112,728 at June 30, 1997 and $124,324
              at December 31, 1996                                      $771,903       $767,166
           Less:
           Direct operating payables and accrued expenses                149,150         79,541
           Damage protection reserve                                      66,222         73,502
           Base management fees                                           60,270         57,795
           Reimbursed administrative expenses                             11,906         13,078
                                                                        --------       --------
                                                                        $484,355       $543,250
                                                                        ========       ========
</TABLE>


                                       8
<PAGE>   9

                            IEA INCOME FUND IX, L.P.

              NOTES TO UNAUDITED FINANCIAL STATEMENTS (Continued)


(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 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                                  $652,928    $788,590     $1,331,000    $1,630,637
         Less:
         Rental equipment operating expenses              142,359     259,508        287,158       433,470
         Base management fees                              45,770      47,173         92,724       103,833
         Reimbursed administrative expenses                31,836      40,880         65,948        84,692
                                                         --------    --------     ----------    ----------
                                                         $432,963    $441,029     $  885,170    $1,008,642
                                                         ========    ========     ==========    ==========
</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.

      During the first six months of 1997, the Registrant disposed of 54
      containers as part of its ongoing container operations. At June 30, 1997,
      92% 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                  196          52             132
           Master lease               1,415         516           1,176
                                      -----         ---           -----
                Subtotal              1,611         568           1,308
       Containers off lease             545         169             176
                                     ------         ---          ------
           Total container fleet      2,156         737           1,484
                                      =====         ===           =====
</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                          171       7%         62        8%       169      10%
                                                 -----     ---         ---      ---      -----     ---
       Remaining fleet at June 30, 1997          2,156      93%        737       92%     1,484      90%
                                                 =====     ===         ===      ===      =====     ===
</TABLE>


      Net lease receivables declined 11% from December 31, 1996. This decline
      was 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 $69,609 (88%)
      increase in direct operating payables and accrued expenses.

      During the second quarter of 1997, distributions from operations and sales
      proceeds amounted to $544,738, reflecting distributions to the general and
      limited partners for the first quarter of 1997. This represents a decline
      from the $557,275 distributed during the first quarter of 1997, reflecting
      distributions for the fourth quarter of 1996.

      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 79% at
      December 31, 1996 to 81% 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.


                                       10
<PAGE>   11

      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 $432,963 and $885,170, respectively, a decline of approximately 2% and
      12% from the same three and six-month periods in the prior year,
      respectively. Gross rental revenue (a component of net lease revenue) for
      the three and six-month periods ended June 30, 1997 was $652,928 and
      $1,331,000, respectively, a decline of 17% and 18% from the same three and
      six-month periods in 1996, respectively. During 1997, gross rental revenue
      was primarily impacted by a slightly smaller fleet size, lower per-diem
      rental rates and utilization levels. Average per-diem rental rates,
      declined 13% and 10% when compared to the same three and six-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 levels experienced during the three and six-month
      periods ended June 30, 1996. The Registrant's average fleet size and
      utilization rates for the three and six-month periods ended June 30, 1997
      and 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))     6,616          6,812        6,645        6,856
         Average Utilization                            80%            81%          80%          82%


</TABLE>

      Rental equipment operating expenses were 22% and 21% of the Registrant's
      gross lease revenue during the three and six-month periods ended June 30,
      1997, respectively, as compared to 33% and 27% during the three and
      six-month periods ended June 30, 1996, respectively. These declines were a
      result of a reduction in the provision for doubtful accounts. The
      Registrant's fleet size and related operating results contributed to a
      decline in base management fees and reimbursed administrative expenses.

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


                                       11
<PAGE>   12

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

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

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

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


      Cautionary Statement

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


                                       12
<PAGE>   13

                           PART II - OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K

(a)   Exhibits

<TABLE>
<CAPTION>

     Exhibit                                                        
       No.                      Description                                         Method of Filing
     -------                    -----------                                         ----------------
     <S>       <C>                                                                   <C> 
     3(a)      Limited Partnership Agreement of the Registrant, amended and          *
               restated as of 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

      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 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:  August 14, 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)