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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, 2003                                      

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 0-17942

IEA INCOME FUND VIII,

A California Limited Partnership
(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|California                                                     |  | 94-3046886                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

|                                                       |  |  |            | 
|------------------------------------------------------ |  |  | ---------- | 
|One Front Street, Suite 925, 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 [  ].





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TABLE OF CONTENTS



|                               |                                                                                               |                                         |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | --------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|                               | Item 1. Financial Statements                                                                 
|                               |                                                                                               | Balance Sheets                         
|                               |                                                                                               | Statements of Operations               
|                               |                                                                                               | Statements of Cash Flows               
|                               |                                                                                               | Notes to Unaudited Financial Statements
|                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                               | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                               | Item 4. Controls and Procedures                                                              
|PART II  OTHER INFORMATION   
|                               | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                    
|EXHIBIT INDEX                 
|Exhibit 31.1                  
|Exhibit 31.2                  
|Exhibit 32                    



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IEA INCOME FUND VIII,
A California Limited Partnership

Report on Form 10-Q for the Quarterly Period
Ended September 30, 2003

TABLE OF CONTENTS

|                            |                       |                                                                                       |  |                                                                                                      |    |      |   | 
|--------------------------- | --------------------- | ------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------- | -- | ---- | - | 
|                            |                       |                                                                                       |  |                                                                                                      |    | PAGE
|PART I -                    | FINANCIAL INFORMATION |                                                                                       |  |                                                                                                      |   
|Item 1.                     |                       | Financial Statements                                                                  |  |                                                                                                      |    |     
|                            |                       |                                                                                       |  | Balance Sheets - September 30, 2003 (unaudited) and December 31, 2002                                |    |      | 4 | 
|                            |                       |                                                                                       |  | Statements of Operations for the three and nine months ended September 30, 2003 and 2002 (unaudited) |    |      | 5 | 
|                            |                       |                                                                                       |  | Statements of Cash Flows for the nine months ended September 30, 2003 and 2002 (unaudited)           |    |      | 6 | 
|                            |                       |                                                                                       |  | Notes to Financial Statements (unaudited)                                                            |    |      | 7 | 
|Item 2.                     |                       | Managements Discussion and Analysis of Financial Condition and Results of Operations |  |                                                                                                      | 11 |     
|Item 3.                     |                       | Quantitative and Qualitative Disclosures About Market Risk                            |  |                                                                                                      | 14 |     
|Item 4.                     |                       | Controls and Procedures                                                               |  |                                                                                                      | 15 |     
|PART II - OTHER INFORMATION |                       |                                                                                       |  |                                                                                                     
|Item 6.                     |                       | Exhibits and Reports on Form 8-K                                                      |  |                                                                                                      | 16 |     

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PART I - FINANCIAL INFORMATION




Item 1. Financial Statements



| |  | Presented herein are the Registrants balance sheets as of September 30,
2003 and December 31, 2002, statements of operations for the three and
nine months ended September 30, 2003 and 2002, and statements of cash
flows for the nine months ended September 30, 2003 and 2002.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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IEA INCOME FUND VIII,
A California Limited Partnership

Balance Sheets

(Unaudited)

|                                    |                                                                                                                                   |                                |                                         |            |         |               |           |              |         |         |  | 
|----------------------------------- | --------------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | --------------------------------------- | ---------- | ------- | ------------- | --------- | ------------ | ------- | ------- |  | 
|                                    |                                                                                                                                   |                                |                                         |            |         | September 30, |           | December 31,
|                                    |                                                                                                                                   |                                |                                         |            |         | 2003          |           | 2002        
|                                    |                                                                                                                                   |                                |                                         |            |         |               |           |             
|                                    |                                                                                                                                   |                                |                                         | Assets     |         |               |           |              |         |         |  | 
|Current assets:                     |                                                                                                                                   |                                |                                         |            |         |               |           |             
|                                    | Cash and cash equivalents, includes $281,161 at September 30, 2003 and
$217,434 at December 31, 2002 in interest-bearing accounts |                                | $                                       | 307,066    |         |               | $         | 260,667      |        
|                                    | Net lease receivables due from Leasing Company
(notes 1 and 2)                                                                    |                                |                                         |           |         |               |           | 1,199        |        
|                                    |                                                                                                                                   |                                |                                         |            |         |               |           |             
|                                    |                                                                                                                                   |                                | Total current assets                    |            |         | 307,066       |           |              |         | 261,866 | 
|                                    |                                                                                                                                   |                                |                                         |            |         |               |           |             
|Container rental equipment, at cost |                                                                                                                                   |                                | 2,784,122                               |            |         |               | 3,223,536 |             
|                                    | Less accumulated depreciation                                                                                                     |                                |                                         | (2,254,620 | )       |               |           | (2,499,889   | )      
|                                    |                                                                                                                                   |                                |                                         |            |         |               |           |             
|                                    |                                                                                                                                   | Net container rental equipment |                                         |            | 529,502 |               |           |              | 723,647 |        
|                                    |                                                                                                                                   |                                |                                         |            |         |               |           |             
|                                    |                                                                                                                                   |                                | Total assets                            |            | $       | 836,568       |           |              | $       | 985,513 | 
|                                    |                                                                                                                                   |                                |                                         |            |         |               |           |              |         |         |  | 
|                                    | Labilities and Partners Capital                                                                                                  |                                |                                         |            |         |               |          
|Current liabilities:                |                                                                                                                                   |                                |                                         |            |         |               |           |             
|                                    | Net lease payables due to Leasing Company
(notes 1 and 2)                                                                         |                                | $                                       | 1,146      |         |               | $         |             |        
|                                    |                                                                                                                                   |                                |                                         |            |         |               |           |              |        
|Partners capital (deficit):        |                                                                                                                                   |                                |                                         |            |         |               |           |             
|                                    | General partner                                                                                                                   |                                |                                         | (191,465   | )       |               |           | (207,375     | )      
|                                    | Limited partners                                                                                                                  |                                |                                         | 1,026,887  |         |               |           | 1,192,888    |        
|                                    |                                                                                                                                   |                                |                                         |            |         |               |           |             
|                                    |                                                                                                                                   |                                | Total partners capital                 |            | $       | 835,422       |           |              | $       | 985,513 | 
|                                    |                                                                                                                                   |                                |                                         |            |         |               |           |              |        
|                                    |                                                                                                                                   |                                | Total liabilities and partners capital |            | $       | 836,568       |           |              | $       | 985,513 | 
|                                    |                                                                                                                                   |                                |                                         |            |         |               |           |              |        

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

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IEA INCOME FUND VIII,
A California Limited Partnership

Statements of Operations

(Unaudited)

|                                                      |                                           |                               |        |                    |        |                   |         |               |         |               |         |         |       |   |          |          |          |  
|----------------------------------------------------- | ----------------------------------------- | ----------------------------- | ------ | ------------------ | ------ | ----------------- | ------- | ------------- | ------- | ------------- | ------- | ------- | ----- | - | -------- | -------- | -------- | -
|                                                      |                                           |                               |        | Three Months Ended |        | Nine Months Ended
|                                                      |                                           |                               |        |                    |        |                  
|                                                      |                                           |                               |        | September 30,      |        | September 30,     |         | September 30, |         | September 30,
|                                                      |                                           |                               |        | 2003               |        | 2002              |         | 2003          |         | 2002         
|                                                      |                                           |                               |        |                    |        |                   |         |               |         |              
|Net lease revenue (notes 1 and 3)                     |                                           | $                             | 35,183 |                    |        | $                 | 42,558  |               |         | $             | 118,753 |         |       | $ | 149,408  |         
|Other operating expenses:                             |                                           |                               |        |                    |        |                   |         |               |         |               |         |         |       |   |          |         
|                                                      | Depreciation                              |                               |        | 18,402             |        |                   |         | 79,923        |         |               |         | 114,822 |       |   |          | 261,011  |         
|                                                      | Other general and administrative expenses |                               |        | 12,571             |        |                   |         | 12,142        |         |               |         | 36,901  |       |   |          | 37,931   |         
|                                                      | Net (gain) loss on disposal of equipment  |                               |        | (15,423            | )      |                   |         | 6,425         |         |               |         | (33,021 | )     |   |          | 14,755   |         
|                                                      |                                           |                               |        |                    |        |                   |         |               |         |               |         |         |       |   |          |         
|                                                      |                                           | Income (loss) from operations |        |                    | 19,633 |                   |         |               | (55,932 | )             |         |         | 51    |   |          |          | (164,289 | )
|Other income:                                         |                                           |                               |        |                    |        |                   |         |               |         |               |         |         |       |   |          |         
|                                                      | Interest income                           |                               |        | 235                |        |                   |         | 725           |         |               |         | 983     |       |   |          | 2,550    |         
|                                                      |                                           |                               |        |                    |        |                   |         |               |         |               |         |         |       |   |          |         
|                                                      |                                           | Net income (loss)             |        | $                  | 19,868 |                   |         | $             | (55,207 | )             |         | $       | 1,034 |   |          | $        | (161,739 | )
|                                                      |                                           |                               |        |                    |        |                   |         |               |         |               |         |         |       |   |          |         
|Allocation of net income (loss):                      |                                           |                               |        |                    |        |                   |         |               |         |               |         |         |       |   |          |         
|                                                      | General partner                           |                               | $      | 15,468             |        |                   | $       | (552          | )       |               | $       | 32,702  |       |   | $        | (1,617   | )       
|                                                      | Limited partners                          |                               |        | 4,400              |        |                   |         | (54,655       | )       |               |         | (31,668 | )     |   |          | (160,122 | )       
|                                                      |                                           |                               |        |                    |        |                   |         |               |         |               |         |         |       |   |          |         
|                                                      |                                           | $                             | 19,868 |                    |        | $                 | (55,207 | )             |         | $             | 1,034   |         |       | $ | (161,739 | )       
|                                                      |                                           |                               |        |                    |        |                   |         |               |         |               |         |         |       |   |          |         
|Limited partners per unit share of net
income (loss) |                                           | $                             | .20    |                    |        | $                 | (2.54   | )             |         | $             | (1.47   | )       |       | $ | (7.45    | )       
|                                                      |                                           |                               |        |                    |        |                   |         |               |         |               |         |         |       |   |          |         

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

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IEA INCOME FUND VIII,
A California Limited Partnership

Statements of Cash Flows

(Unaudited)

|                                                     |                                        |   |                   |          |               |   |         |          |  
|---------------------------------------------------- | -------------------------------------- | - | ----------------- | -------- | ------------- | - | ------- | -------- | -
|                                                     |                                        |   | Nine Months Ended
|                                                     |                                        |   |                  
|                                                     |                                        |   | September 30,     |          | September 30,
|                                                     |                                        |   | 2003              |          | 2002         
|                                                     |                                        |   |                   |          |              
|Net cash provided by operating activities            |                                        | $ | 76,147            |          |               | $ | 128,324 |         
|Cash provided by investing activities:               |                                        |   |                   |          |               |   |         |         
|                                                     | Proceeds from sale of rental equipment |   |                   | 121,377  |               |   |         | 293,371  |  
|Cash flows used in financing activities:             |                                        |   |                   |          |               |   |         |         
|                                                     | Distribution to partners               |   |                   | (151,125 | )             |   |         | (476,042 | )
|                                                     |                                        |   |                   |          |               |   |         |         
|Net increase (decrease) in cash and cash equivalents |                                        |   | 46,399            |          |               |   | (54,347 | )       
|Cash and cash equivalents at January 1               |                                        |   | 260,667           |          |               |   | 328,314 |         
|                                                     |                                        |   |                   |          |               |   |         |         
|Cash and cash equivalents at September 30            |                                        | $ | 307,066           |          |               | $ | 273,967 |         
|                                                     |                                        |   |                   |          |               |   |         |         

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

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IEA INCOME FUND VIII,
A California Limited Partnership

Notes to Unaudited Financial Statements



|(1) |  | Summary of Significant Accounting Policies
|--- |  | ------------------------------------------



| | (a) |  | Nature of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | IEA Income Fund VIII, A California Limited Partnership (the
Partnership), was organized under the laws of the State of California
on August 31, 1987 for the purpose of owning and leasing marine cargo
containers worldwide to ocean carriers. To this extent, the
Partnerships operations are subject to the fluctuations of world
economic and political conditions. Such factors may affect the pattern
and levels of world trade. The Partnership believes that the
profitability of, and risks associated with, leases to foreign customers
is generally the same as those of leases to domestic customers. The
Partnerships leases generally require all payments to be made in United
States currency.                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |     |  | Cronos Capital Corp. (CCC) is the general partner and, with its
affiliate Cronos Containers Limited (the Leasing Company), manages the
business of the Partnership. CCC and the Leasing Company also manage the
container leasing business for other partnerships affiliated with CCC.
The Partnership shall continue until December 31, 2008, unless sooner
terminated upon the occurrence of certain events.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |     |  | The Partnership commenced operations on January 6, 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 August 31, 1988, at which time
21,493 limited partnership units had been sold.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (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. A Leasing Agent Agreement exists between CCC and the Leasing
Company, 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 one 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, and 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)

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IEA INCOME FUND VIII,
A California Limited Partnership

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) |  | Container Rental Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |     |  | In accordance with SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, container rental equipment is considered
to be impaired if the carrying value of the asset exceeds the expected
future cash flows from related operations (undiscounted and without
interest charges). If impairment is deemed to exist, the assets are
written down to fair value. An analysis is prepared each quarter
projecting future cash flows from container rental equipment operations.
Current and projected utilization rates, per-diem rental rates, direct
operating expenses, fleet size and container disposals are the primary
variables utilized by the analysis. Additionally, the Partnership
evaluates future cash flows and potential impairment by container type
rather than for each individual container, and as a result, future losses
could result for individual container dispositions due to various
factors, including age, condition, suitability for continued leasing, as
well as the geographical location of containers when disposed. There were
no impairment charges to the carrying value of container rental equipment
for the nine-month periods ended September 30, 2003 and 2002.
|
| |     |  | Depreciation policies are also evaluated to determine whether subsequent
events and circumstances warrant revised estimates of useful lives.
Container rental equipment is depreciated using the straight-line basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (e) |  | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |     |  | The financial statements are prepared in conformity with accounting
principles generally accepted in the United States of America (GAAP),
which 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 most significant estimates included within the financial statements
are the container rental equipment estimated useful lives and residual
values, and the estimate of future cash flows from container rental
equipment operations, used to determine the adequacy of the carrying
value of container rental equipment in accordance with SFAS No. 144.
Considerable judgement is required in estimating future cash flows from
container rental equipment operations. Accordingly, the estimates may
not be indicative of the amounts that may be realized in future periods.
As additional information becomes available in subsequent periods,
reserves for the impairment of the container rental equipment carrying
values may be necessary based upon changes in market and economic
conditions.                                                                                                                                                                                                                                                                                                                                                                                                                       

(Continued)

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IEA INCOME FUND VIII,
A California Limited Partnership

Notes to Unaudited Financial Statements



| | (f) |  | 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 accounting principles
generally accepted in the United States of America (GAAP) 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 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. The results of
operations for such interim periods are not necessarily indicative of the
results to be expected for the full year.                                                            



|(2) |  | Net Lease (Payables Due to) Receivables Due from Leasing Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Net lease (payables due to) receivables due from the Leasing Company
are determined by deducting direct operating payables and accrued expenses,
base management fees payable, reimbursed administrative expenses payable,
and incentive fees payable to CCC and its affiliates from the rental
billings earned by the Leasing Company under operating leases to ocean
carriers for the containers owned by the Partnership, as well as proceeds
earned from container disposals. Net lease (payables) receivables at
September 30, 2003 and December 31, 2002 were as follows:

|                                               |  |               |        |              |  |   |        | 
|---------------------------------------------- |  | ------------- | ------ | ------------ |  | - | ------ | 
|                                               |  | September 30, |        | December 31,
|                                               |  | 2003          |        | 2002        
|                                               |  |               |        |             
|Gross lease receivables                        |  | $             | 80,403 |              |  | $ | 93,599 | 
|Less:                                          |  |               |        |              |  |   |        | 
|Direct operating payables and accrued expenses |  |               | 39,641 |              |  |   | 38,617 | 
|Damage protection reserve                      |  |               |       |              |  |   | 965    | 
|Base management fees payable                   |  |               | 21,677 |              |  |   | 36,092 | 
|Reimbursed administrative expenses             |  |               | 1,524  |              |  |   | 1,980  | 
|Allowance for doubtful accounts                |  |               | 9,708  |              |  |   | 10,548 | 
|Incentive fees                                 |  |               | 8,999  |              |  |   | 4,198  | 
|                                               |  |               |        |              |  |   |        | 
|Net lease (payables) receivables               |  | $             | (1,146 | )            |  | $ | 1,199  | 
|                                               |  |               |        |              |  |   |        | 

(Continued)

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IEA INCOME FUND VIII,
A California Limited Partnership

Notes to Unaudited Financial Statements



|(3) |  | Net Lease Revenue                                                                                                                                                                                                                                                                                                                                                                                            
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Net lease revenue is determined by deducting direct operating expenses,
base management and incentive fees and reimbursed administrative expenses to
CCC from the rental revenue earned 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, 2003
and 2002 was as follows:

|                                    |  |                    |        |                   |  |               |        |               |  |   |         |  |  |   |         | 
|----------------------------------- |  | ------------------ | ------ | ----------------- |  | ------------- | ------ | ------------- |  | - | ------- |  |  | - | ------- | 
|                                    |  | Three Months Ended |        | Nine Months Ended
|                                    |  |                    |        |                  
|                                    |  | September 30,      |        | September 30,     |  | September 30, |        | September 30,
|                                    |  | 2003               |        | 2002              |  | 2003          |        | 2002         
|                                    |  |                    |        |                   |  |               |        |              
|Rental revenue (note 4)             |  | $                  | 66,191 |                   |  | $             | 83,997 |               |  | $ | 208,176 |  |  | $ | 298,189 | 
|Less:                               |  |                    |        |                   |  |               |        |               |  |   |         |  |  |   |         | 
|Rental equipment operating expenses |  |                    | 13,170 |                   |  |               | 20,537 |               |  |   | 45,085  |  |  |   | 63,283  | 
|Base management fees                |  |                    | 3,336  |                   |  |               | 3,876  |               |  |   | 7,248   |  |  |   | 18,925  | 
|Reimbursed administrative expenses  |  |                    | 4,667  |                   |  |               | 5,999  |               |  |   | 15,497  |  |  |   | 19,444  | 
|Incentive fees                      |  |                    | 9,835  |                   |  |               | 11,027 |               |  |   | 21,593  |  |  |   | 47,129  | 
|                                    |  |                    |        |                   |  |               |        |               |  |   |         |  |  |   |         | 
|Net lease revenue                   |  | $                  | 35,183 |                   |  | $             | 42,558 |               |  | $ | 118,753 |  |  | $ | 149,408 | 
|                                    |  |                    |        |                   |  |               |        |               |  |   |         |  |  |   |         | 



|(4) |  | Operating Segment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | An operating segment is a component of an enterprise that engages in
business activities from which it may earn revenues and incur expenses,
whose operating results are regularly reviewed by the enterprises chief
operating decision maker to make decisions about resources to be allocated
to the segment and assess its performance, and about which separate
financial information is available. Management operates the Partnerships
container fleet as a homogenous unit and has determined that as such it has
a single reportable operating segment.
|   
|    |  | The Partnership derives its revenues from leasing marine dry cargo
containers. As of September 30, 2003, the Partnership operated 508
twenty-foot, 479 forty-foot and 29 forty-foot high-cube marine dry cargo
containers.                                                                                                                                                                                                                                                                                                                                       
|   
|    |  | Due to the Partnerships lack of information regarding the physical location
of its fleet of containers when on lease in the global shipping trade, it is
impracticable to provide geographic area information.                                                                                                                                                                                                                                                                                                                                                  

10



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##### Table of Contents






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.

General

Pursuant to the Limited Partnership Agreement of the Partnership, all authority
to administer the business of the Partnership is vested in CCC. A Leasing
Agent Agreement exists between CCC and the Leasing Company, whereby the Leasing
Company has the responsibility to manage the leasing operations of all
equipment owned by the Registrant. Pursuant to the Agreement, the Leasing
Company is responsible for leasing, managing and re-leasing the Registrant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
Registrant, 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. At September 30, 2003, 21% of the original equipment remained in
the Registrants fleet, as compared to 25% at December 31, 2002. The following
chart summarizes the composition of the Registrants fleet (based on container
type) at September 30, 2003.

|                     |                       |          |    |         |     |         |    |           |     |  |   |         |    | 
|-------------------- | --------------------- | -------- | -- | ------- | --- | ------- | -- | --------- | --- |  | - | ------- | -- | 
|                     |                       |          |    |         |     |         |    |           |     |  |   | 40-Foot
|                     |                       |          |    | 20-Foot |     | 40-Foot |    | High-Cube
|                     |                       |          |    |         |     |         |    |          
|Containers on lease: |                       |          |    |         |     |         |    |           |     |  |   |        
|                     | Term leases           |          |    | 350     |     |         |    | 321       |     |  |   | 8       |   
|                     | Master leases         |          |    | 130     |     |         |    | 82        |     |  |   | 15      |   
|                     |                       |          |    |         |     |         |    |           |     |  |   |        
|                     |                       | Subtotal |    |         | 480 |         |    |           | 403 |  |   |         | 23 | 
|Containers off lease |                       |          | 28 |         |     |         | 76 |           |     |  | 6 |        
|                     |                       |          |    |         |     |         |    |           |     |  |   |        
|                     | Total container fleet |          |    | 508     |     |         |    | 479       |     |  |   | 29      |   
|                     |                       |          |    |         |     |         |    |           |     |  |   |        

|                                      |                |  |         |       |         |  |           |    |   |  |       |       |   |  |     |    |   |  |         |     |  |  |     |    |  
|------------------------------------- | -------------- |  | ------- | ----- | ------- |  | --------- | -- | - |  | ----- | ----- | - |  | --- | -- | - |  | ------- | --- |  |  | --- | -- | -
|                                      |                |  |         |       |         |  |           |    |   |  |       |       |   |  |     |    |   |  | 40-Foot
|                                      |                |  | 20-Foot |       | 40-Foot |  | High-Cube
|                                      |                |  |         |       |         |  |          
|                                      |                |  | Units   |       | %       |  | Units     |    | % |  | Units |       | %
|                                      |                |  |         |       |         |  |           |    |   |  |       |       |  
|Total purchases                       |                |  | 2,244   |       |         |  | 100       | %  |   |  | 2,396 |       |   |  | 100 | %  |   |  | 150     |     |  |  | 100 | % 
|                                      | Less disposals |  |         | 1,736 |         |  |           | 77 | % |  |       | 1,917 |   |  |     | 80 | % |  |         | 121 |  |  |     | 81 | %
|                                      |                |  |         |       |         |  |           |    |   |  |       |       |   |  |     |    |   |  |         |     |  |  |     |   
|Remaining fleet at
September 30, 2003 |                |  | 508     |       |         |  | 23        | %  |   |  | 479   |       |   |  | 20  | %  |   |  | 29      |     |  |  | 19  | % 
|                                      |                |  |         |       |         |  |           |    |   |  |       |       |   |  |     |    |   |  |         |     |  |  |     |   

Strong growth in the volume of global container trade during the nine-month
period ending September 30, 2003 contributed to favorable container leasing
market conditions, allowing the Registrant to maintain a high level of
utilization for its containers. At September 30, 2003, the Registrants
utilization measured 88% as compared to 84% at December 31, 2002. The demand
for leased containers by the global container shipping industry has contributed
to reducing off-hire inventories primarily in Asia, and to a lesser extent
Europe and North America. In many parts of Asia and particularly in the
southeastern ports, the demand for cargo containers continued to exceed
available supplies. Also contributing to the strong demand for leased
containers during 2003 has been the preference of shipping lines to purchase
fewer containers for their own account. Due to recent operating losses and
requirements to deploy capital within other parts of their business, including
the investment in new, larger, containerships and the support of terminal,
information technology and other infrastructure requirements, funds for new
container investment have been limited. As a result, shipping lines have
strategically made the decision to employ leased containers to meet their
container requirements. However, in response to a favorable shipping market,
there are indications of an increased willingness by the shipping lines to
purchase and finance the acquisition of new containers at higher levels in the
near future, which may impact the demand for leased containers.

The favorable shipping market conditions, combined with lower cost, short term
leases for older containers, have also resulted in the shipping lines
diminishing discrimination against leasing older containers, a condition that
typically exists during periods of surplus container supply. The favorable 2003
shipping market, combined with the current shortfall of containers, is expected
to result in an increase in the production of new containers during 2003, in
comparison to 2002 and 2001 production levels.

(Continued)

11



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##### Table of Contents



However, new container
production is expected to remain below the record container production levels
achieved during 2000. The ultimate impact of the industrys increase in new
container production on the Registrants operations is not immediately known,
however, an increase in new container availability may reduce the demand for
the Registrants older containers.

Although favorable market conditions for container lessors currently exists,
the uncertainty over the financial strength of the shipping industry remains a
concern. Current conditions appear to favor the larger more established
shipping lines, which have witnessed strong recoveries in their performance.
The Registrant, CCC and the Leasing Company continue to remain cautious, as
some shipping lines reported operating losses during 2002, while others have
become insolvent during 2003. The financial impact of such losses for these
shipping lines may eventually influence the demand for leased containers as
some shipping lines may experience additional financial difficulties,
consolidate or become insolvent. Although the ultimate outcome, as well as its
impact on the container leasing industry and the Registrants results of
operations, is unknown, CCC, on behalf of the Registrant, will work closely
with the Leasing Company to monitor outstanding receivables, collections, and
credit exposure to various existing and new customers.

Lastly, wide-ranging concerns remain regarding recovery of the worlds major
economies, performance of global stock markets, geopolitical concerns arising
from uncertainties within the Middle East and Asia, as well as the recent
increase in new container production, all of which may temper the current
demand for leased containers.

The Registrants average fleet size and utilization rates for the three and
nine-month periods ended September 30, 2003 and 2002 were as follows:

|                                                                    |  |                    |       |                   |  |               |       |               |  |  |       |   |  |  |       |  
|------------------------------------------------------------------- |  | ------------------ | ----- | ----------------- |  | ------------- | ----- | ------------- |  |  | ----- | - |  |  | ----- | -
|                                                                    |  | Three Months Ended |       | Nine Months Ended
|                                                                    |  |                    |       |                  
|                                                                    |  | September 30,      |       | September 30,     |  | September 30, |       | September 30,
|                                                                    |  | 2003               |       | 2002              |  | 2003          |       | 2002         
|                                                                    |  |                    |       |                   |  |               |       |              
|Average fleet size
(measured in
twenty-foot
equivalent units
(TEU)) |  |                    | 1,572 |                   |  |               | 1,935 |               |  |  | 1,658 |   |  |  | 2,122 |  
|Average utilization                                                 |  |                    | 87    | %                 |  |               | 82    | %             |  |  | 85    | % |  |  | 80    | %

Per-diem rates for the three and nine-month periods ended September 30, 2003
declined approximately 7% and 14%, respectively, in comparison to the same
periods in the prior year, and is attributable to three main factors that have
taken place since 2002:



| | 1. |  | Per-diem rental rates decreased in correlation with the reduction of
new container prices and interest rate levels;                                                                                                
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | The Leasing Company converted lease agreements with certain shipping
lines from master to long-term lease, providing greater revenue stability
but at lower lease rates than those earned under master leases; and,
|
| | 3. |  | The Leasing Company initiated new long-term leases for older equipment
resulting in lower per-diem rates, while significantly reducing off-hire
container inventory levels.                                        

Although per-diem rental rates have declined from 2002 levels, static new
container prices and an increase in demand for leased containers have resulted
in the stabilization of per-diem rental rates during 2003. A significant
improvement in lease per-diem rates is not expected until new container prices
increase to much higher levels.

The primary component of the Registrants results of operations is net lease
revenue. Net lease revenue is determined by deducting direct operating
expenses, management and incentive fees and reimbursed administrative expenses,
from rental revenues billed by the Leasing Company from the leasing of the
Registrants containers. Net lease revenue is directly related to the size,
utilization and per-diem rental rates of the Registrants fleet.

Three Months Ended September 30, 2003 Compared to the Three Months Ended
September 30, 2002

Net lease revenueof $35,183 for the three months ended September 30, 2003 was
$7,375 lower than the corresponding period of 2002. The decrease was due to a
$17,806 decline in gross rental revenue (a component of net lease revenue) from
the same period in 2002, a result of Registrants smaller fleet size and lower
per-diem rental rates, partially offset by an increase in
utilization rates. Other components of net lease revenue, including management
and incentive fees, rental equipment operating expense and reimbursed
administrative expenses, were lower by a combined $10,431 when compared to the
corresponding period in 2002,

(Continued)

12



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##### Table of Contents



partially offsetting the decline in gross lease
revenue. The decline in rental equipment operating expenses was primarily
attributable to the Registrants reduction in fleet size and favorable
utilization levels.

Depreciation expenseof $18,402 for the three months ended September 30, 2003
was $61,521 lower than the same period in 2002, a direct result of the
Registrants aging and declining fleet size.

Other general and administrative expenseswere $12,571 for the three months
ended September 30, 2003, a decrease of $429 when compared to the corresponding
period in 2002.

Net gain on disposal of equipmentwas a result of the Registrant disposing of
62 containers during the three-month period ended September 30, 2003, as
compared to 71 containers during the same period in 2002. These disposals
resulted in a net gain of $15,423 for the three-month period ended September
30, 2003, as compared to a net loss of $6,425 for the three-month period ended
September 30, 2002. The Registrant believes that the net gain on container
disposals in the three-month period ended September 30, 2003 was a result of
various factors including the volume of disposed containers, age, condition,
suitability for continued leasing, as well as the geographical location of the
containers when disposed. These factors will continue to influence the
decision to repair or dispose of a container when it is returned by a lessee,
as well as the amount of sales proceeds received and the related gain or loss
on container disposals. The level of the Registrants container disposals in
subsequent periods will also contribute to fluctuations in the net gain or loss
on disposals. There were no reductions to the carrying value of container
rental equipment due to impairment during the three-month periods ended
September 30, 2003 and 2002.

Nine Months Ended September 30, 2003 Compared to the Nine Months Ended
September 30, 2002

Net lease revenueof $118,753 for the nine months ended September 30, 2003 was
$30,655 lower than the corresponding period of 2002. The decrease was due to a
$90,013 decline in gross rental revenue (a component of net lease revenue) from
the same period in 2002. Gross rental revenue was impacted by the Registrants
smaller fleet size and lower per-diem rental rates. Other components of net
lease revenue, including management and incentive fees, rental equipment
operating expense and reimbursed administrative expenses were lower by a
combined $59,358 when compared to the corresponding period in 2002. The
decline in rental equipment operating expenses were attributable to the
Registrants reduction in fleet size and favorable utilization levels. The
decline in these net lease revenue components partially offset the decline in
gross lease revenue.

Depreciation expenseof $114,822 for the nine months ended September 30, 2003
was $146,189 lower than the same period in 2002, a direct result of the
Registrants aging and declining fleet size.

Other general and administrative expenseswere $36,901 for the nine months
ended September 30, 2003, a decrease of $1,030 when compared to the
corresponding period in 2002.

Net loss on disposal of equipmentwas a result of the Registrant disposing of
160 containers during the nine-month period ended September 30, 2003, as
compared to 361 containers during the same period in 2002. These disposals
resulted in a net gain of $33,021 for the nine-month period ended September 30,
2003, as compared to a net loss of $14,755 for the nine-month period ended
September 30, 2002. The Registrant believes that the net gain on container
disposals in the nine-month period ended September 30, 2003 was a result of
various factors including the volume of disposed containers, age, condition,
suitability for continued leasing, as well as the geographical location of the
containers when disposed. These factors will continue to influence the
decision to repair or dispose of a container when it is returned by a lessee,
as well as the amount of sales proceeds received and the related gain or loss
on container disposals. The level of the Registrants container disposals in
subsequent periods will also contribute to fluctuations in the net gain or loss
on disposals. There were no reductions to the carrying value of container
rental equipment due to impairment during the nine-month periods ended
September 30, 2003 and 2002.

Liquidity and Capital Resources

Cash from Operating Activities: Net cash provided by operating activities was
$76,147 and $128,324 during the first nine months of 2003 and 2002,
respectively, primarily generated from the billing and collection of net lease
revenue.

Cash from Investing Activities: Net cash provided by investing activities
during the nine-month periods ending September 30, 2003 and 2002, included
sales proceeds generated from the sale of rental equipment of $121,377 and
$293,371, respectively.

(Continued)

13



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##### Table of Contents



Cash from Financing Activities: Net cash used in financing activities was
$151,125 during the first nine months of 2003 compared to $476,042 in the
corresponding period of 2002. These amounts represent distributions to the
Registrants general and limited partners. The Registrants continuing
container disposals, as well as current market conditions, should produce lower
operating results and, consequently, lower distributions to its partners in
subsequent periods. Sales proceeds distributed to its partners may fluctuate
in subsequent periods, reflecting the level of container disposals. Effective
July 1, 2003, the Registrant resumed distributions of cash generated from
operations. The distributions had been suspended as of October 1, 2002, in an
effort to reserve all excess cash as part of its working capital in order to
maintain sufficient cash reserves for expenses related to its final liquidation
and subsequent dissolution. The Registrant may also refrain from distributing
cash generated from sales proceeds to its partners in subsequent periods.

Capital Resources

Capital Resources:Aside from the initial working capital reserve retained
from the gross subscription proceeds (equal to approximately .7% of such
proceeds), the Registrant relied primarily on container rental receipts to
generate distributions and proceeds from container sales to its general and
limited partners, as well as to finance current operating needs. Quarterly
distributions are also affected by periodic increases or decreases to working
capital reserves, as deemed appropriate by CCC, to ensure cash reserves on hand
are sufficient to meet the Registrants operating requirements. No credit
lines are maintained to finance working capital.

Critical Accounting Policies

Container equipment  depreciable lives:Container rental equipment is
depreciated over a useful life of 15 years to a residual value of 10%. The
Registrant re-evaluates the period of amortization and residual values to
determine whether subsequent events and circumstances warrant revised estimates
of useful lives and residual values.

Container equipment  valuation:The Registrant reviews container rental
equipment when changes in circumstances require consideration as to whether the
carrying value of the equipment has become impaired, pursuant to guidance
established in SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. The Registrant considers assets to be impaired if the
carrying value of the asset exceeds the future projected cash flows from
related operations (undiscounted and without interest charges). When
impairment is deemed to exist, the assets are written down to fair value or
projected discounted cash flows from related operations. The Registrant
periodically evaluates future cash flows and potential impairment of its fleet
by container type rather than for each individual container. Therefore, future
losses could result for individual container dispositions due to various
factors including age, condition, suitability for continued leasing, as well as
geographic location of the containers where disposed. Considerable judgment is
required in estimating future cash flows from container rental equipment
operations. Accordingly, the estimates may not be indicative of the amounts
that may be realized in future periods. As additional information becomes
available in subsequent periods, reserves for the impairment of the container
rental equipment carrying values may be necessary based upon changes in market
and economic conditions.

Inflation

The Registrant believes inflation has not had a material adverse effect on the
results of its operations.




Item 3. Quantitative and Qualitative Disclosures About Market Risk

Exchange rate risk:Substantially all of the Registrants revenues are billed
and paid in US dollars and a significant portion of costs are billed and paid
in US dollars. The Leasing Company believes that the proportion of US dollar
revenues may decrease in future years, reflecting a more diversified customer
base and lease portfolio. Of the remaining costs, the majority are
individually small, unpredictable and incurred in various denominations and
thus are not suitable for cost effective hedging.

The Leasing Company may hedge a portion of the expenses that are predictable
and are principally in UK pounds sterling. As exchange rates are outside of
the control of the Registrant and Leasing Company, there can be no assurance
that such fluctuations will not adversely affect its results of operations and
financial condition.

(Continued)

14



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##### Table of Contents






Item 4. Controls and Procedures

The principal executive and principal financial officers of CCC have evaluated
the disclosure controls and procedures of the Registrant within 90 days prior
to the filing of this quarterly report. As used herein, the term disclosure
controls and procedures has the meaning given to the term by Rule 13a-14 under
the Securities Exchange Act of 1934, as amended (Exchange Act), and includes
the controls and other procedures of the Registrant that are designed to ensure
that information required to be disclosed by the Registrant in the reports that
it files with the SEC under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SECs rules and forms.
Based upon their evaluation, the principal executive and principal financial
officers of CCC have concluded that the Registrants disclosure controls and
procedures provide reasonable assurance that the information required to be
disclosed by the Registrant in this report is recorded, processed, summarized
and reported within the time periods specified in the SECs rules and forms
applicable to the preparation of this report.

There have been no significant changes in the Registrants internal controls or
in other factors that could significantly affect the Registrants internal
controls subsequent to the evaluation described above conducted by CCCs
principal executive and financial officers.

15



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##### Table of Contents






PART II - OTHER INFORMATION




Item 6. Exhibits and Reports on Form 8-K



|(a) |  | Exhibits
|--- |  | --------

|        |  |                                                                                              |  |                             
|------- |  | -------------------------------------------------------------------------------------------- |  | ----------------------------
|Exhibit |  |                                                                                              |  |                             
|No.     |  | Description                                                                                  |  | Method of Filing            
|        |  |                                                                                              |  |                             
|3(a)    |  | Limited Partnership Agreement of the Registrant,
amended and restated as of October 13, 1987 |  | *                           
|        |  |                                                                                              |  |                             
|3(b)    |  | Certificate of Limited Partnership of the Registrant                                         |  | **                          
|        |  |                                                                                              |  |                             
|31.1    |  | Rule 13a-14 Certification                                                                    |  | Filed with this document    
|        |  |                                                                                              |  |                             
|31.2    |  | Rule 13a-14 Certification                                                                    |  | Filed with this document    
|        |  |                                                                                              |  |                             
|32      |  | Section 1350 Certifications                                                                  |  | Filed with this document
***



|(b) |  | Reports on Form 8-K                                                                                        
|--- |  | -----------------------------------------------------------------------------------------------------------
|   
|    |  | No reports on Form 8-K were filed by the Registrant during the three-month
period ended September 30, 2003.



---

|*   |  | Incorporated by reference to Exhibit A to the Prospectus of the
Registrant dated October 13, 1987, included as part of Registration
Statement on Form S-1 (No. 33-16984)                                                                                                                                                                           
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|**  |  | Incorporated by reference to Exhibit 3.4 to the Registration Statement on
Form S-1 (No. 33-16984)                                                                                                                                                                                                                                                    
|   
|*** |  | These certifications, required by Section 906 of the Sarbanes-Oxley Act
of 2002, other than as required by Section 906, is not to be deemed
filed with the Commission or subject to the rules and regulations
promulgated by the Commission under the Securities Exchange Act of 1934,
as amended, or to the liabilities of Section 18 of said Act.

16



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##### Table of Contents






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 VIII,
A California Limited Partnership
| |  |                                                        |  |                                                       
| |  | By                                                     |  | Cronos Capital Corp.                                  
| |  |                                                        |  | The General Partner                                   
| |  |                                                        |  |                                                       
| |  | By                                                     |  | /s/ Dennis J. Tietz                                   
| |  |                                                        |  |                                                       
| |  |                                                        |  | Dennis J. Tietz                                       
| |  |                                                        |  | President and Director of Cronos Capital Corp. (CCC)
| |  |                                                        |  | Principal Executive Officer of CCC                    
| |  |                                                        |  |                                                       
| |  | By                                                     |  | /s/ John Kallas                                       
| |  |                                                        |  |                                                       
| |  |                                                        |  | John Kallas                                           
| |  |                                                        |  | Chief Financial Officer and                           
| |  |                                                        |  | Director of Cronos Capital Corp. (CCC)              
| |  |                                                        |  | Principal Financial and Accounting Officer of CCC     

Date: November 12, 2003

17



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##### Table of Contents






EXHIBIT INDEX

|        |  |                                                                                              |  |                             
|------- |  | -------------------------------------------------------------------------------------------- |  | ----------------------------
|Exhibit |  |                                                                                              |  |                             
|No.     |  | Description                                                                                  |  | Method of Filing            
|        |  |                                                                                              |  |                             
|3(a)    |  | Limited Partnership Agreement of the Registrant,
amended and restated as of October 13, 1987 |  | *                           
|        |  |                                                                                              |  |                             
|3(b)    |  | Certificate of Limited Partnership of the Registrant                                         |  | **                          
|        |  |                                                                                              |  |                             
|31.1    |  | Rule 13a-14 Certification                                                                    |  | Filed with this document    
|        |  |                                                                                              |  |                             
|31.2    |  | Rule 13a-14 Certification                                                                    |  | Filed with this document    
|        |  |                                                                                              |  |                             
|32      |  | Section 1350 Certifications                                                                  |  | Filed with this document
***



---

|*   |  | Incorporated by reference to Exhibit A to the Prospectus of the
Registrant dated October 13, 1987, included as part of Registration
Statement on Form S-1 (No. 33-16984)                                                                                                                                                                           
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|**  |  | Incorporated by reference to Exhibit 3.4 to the Registration Statement on
Form S-1 (No. 33-16984)                                                                                                                                                                                                                                                    
|   
|*** |  | These certifications, required by Section 906 of the Sarbanes-Oxley Act
of 2002, other than as required by Section 906, is not to be deemed
filed with the Commission or subject to the rules and regulations
promulgated by the Commission under the Securities Exchange Act of 1934,
as amended, or to the liabilities of Section 18 of said Act.