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 0-21518

IEA INCOME FUND XII, L.P.

(Exact name of registrant as specified in its charter)


California		94-3143940
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		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 [ ].

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

IEA INCOME FUND XII, L.P.

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

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.

IEA INCOME FUND XII, L.P.

Balance Sheets

(Unaudited)


				September 30,			December 31,
				2003			2002

Assets
Current assets:
	Cash and cash equivalents, includes $1,427,348 at September 30, 2003 and $1,567,623 at December 31, 2002 in interest-bearing accounts			$	1,583,154		$	1,843,633
	Net lease receivables due from Leasing Company (notes 1 and 2)				269,976			176,676

			Total current assets		1,853,130			2,020,309

Container rental equipment, at cost					40,931,992			45,121,392
	Less accumulated depreciation				(26,529,684	)		(27,313,596	)

		Net container rental equipment			14,402,308			17,807,796

			Total assets	$	16,255,438		$	19,828,105

Partners’ Capital
Partners’ capital (deficit):
	General partner			$	(470,802	)	$	(377,749	)
	Limited partners				16,726,240			20,205,854

			Total partners’ capital	$	16,255,438		$	19,828,105

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

IEA INCOME FUND XII, L.P.

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)			$	520,622		$	512,889		$	1,593,162		$	1,735,210
Other operating expenses:
	Depreciation			629,513			723,002			1,948,055			2,302,249
	Other general and administrative expenses			30,970			29,762			96,010			97,239
	Net loss on disposal of equipment			213,564			660,147			496,836			1,833,467

		Loss from operations		(353,425	)		(900,022	)		(947,739	)		(2,497,745	)
Other income:
	Interest income			1,733			5,705			6,064			15,578

		Net loss	$	(351,692	)	$	(894,317	)	$	(941,675	)	$	(2,482,167	)

Allocation of net loss:
	General partner		$	(3,517	)	$	(8,943	)	$	(9,417	)	$	(24,822	)
	Limited partners			(348,175	)		(885,374	)		(932,258	)		(2,457,345	)

			$	(351,692	)	$	(894,317	)	$	(941,675	)	$	(2,482,167	)

Limited partners’ per unit share of net loss			$	(0.10	)	$	(0.25	)	$	(0.27	)	$	(0.70	)

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

IEA INCOME FUND XII, L.P.

Statements of Cash Flows

(Unaudited)


		Nine Months Ended

		September 30,			September 30,
		2003			2002

Net cash provided by operating activities		$	1,467,431		$	1,730,021
Cash provided by investing activities:
	Proceeds from disposal of equipment		903,082			1,621,450
Cash used in financing activities:
	Distribution to partners		(2,630,992	)		(2,743,847	)

Net (decrease) increase in cash and cash equivalents			(260,479	)		607,624
Cash and cash equivalents at January 1			1,843,633			1,451,917

Cash and cash equivalents at September 30		$	1,583,154		$	2,059,541

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

IEA INCOME FUND XII, L.P.

Notes to Unaudited Financial Statements

(1)

Summary of Significant Accounting Policies

	(a)		Nature of Operations

			IEA Income Fund XII, L.P. (the “Partnership”) is a limited partnership organized under the laws of the State of California on November 28, 1991 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, 2011, unless sooner terminated upon the occurrence of certain events.

			The Partnership commenced operations on January 31, 1992, when the minimum subscription proceeds of $2,000,000 were obtained. The Partnership offered 3,750,000 units of limited partnership interest at $20 per unit, or $75,000,000. The offering terminated on November 30, 1992, at which time 3,513,594 limited partnership units had been sold.

	(b)		Leasing Company and Leasing Agent Agreement

			A Leasing Agent Agreement exists between the Partnership 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 and the Leasing Company. 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)

IEA INCOME FUND XII, L.P.

Notes to Unaudited Financial Statements

	(c)		Basis of Accounting

			The Partnership utilizes the accrual method of accounting. Net lease revenue is recorded by the Partnership in each period based upon its leasing agent agreement with the Leasing Company. Net lease revenue is generally dependent upon operating lease rentals from operating lease agreements between the Leasing Company and its various lessees, less direct operating expenses and management fees due in respect of the containers specified in each operating lease agreement.

	(d)		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.

	(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.

(Continued)

IEA INCOME FUND XII, L.P.

Notes to Unaudited Financial Statements

	(f)		Financial Statement Presentation (continued)

			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 Receivables Due from Leasing Company

		Net lease receivables due from the Leasing Company are determined by deducting direct operating payables and accrued expenses, base management fees payable, and reimbursed administrative expenses payable to CCC and its affiliates from the rental billings 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 receivables at September 30, 2003 and December 31, 2002 were as follows:


	September 30,		December 31,
	2003		2002

Gross lease receivables	$	889,294	$	959,271
Less:
Direct operating payables and accrued expenses		361,049		405,443
Damage protection reserve		46,281		47,726
Base management fees payable		117,609		189,911
Reimbursed administrative expenses		17,367		20,691
Allowance for doubtful accounts		77,012		118,824

Net lease receivables	$	269,976	$	176,676

(3)		Net Lease Revenue

		Net lease revenue is determined by deducting direct operating expenses, base management fees and reimbursed administrative expenses to CCC and its affiliates 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 were as follows:


	Three Months Ended				Nine Months Ended

	September 30,		September 30,		September 30,		September 30,
	2003		2002		2003		2002

Rental revenue (note 4)	$	869,077	$	969,810	$	2,691,133	$	3,151,124
Less:
Rental equipment operating expenses		241,334		328,707		782,831		1,004,230
Base management fees		53,439		66,455		144,683		217,180
Reimbursed administrative expenses		53,682		61,759		170,457		194,504

Net lease revenue	$	520,622	$	512,889	$	1,593,162	$	1,735,210

(Continued)

IEA INCOME FUND XII, L.P.

Notes to Unaudited Financial Statements

(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 cargo containers. As of September 30, 2003, the Partnership operated 5,869 twenty-foot, 3,627 forty-foot and 155 forty-foot high-cube marine dry cargo containers, as well as 218 twenty-foot and 180 forty-foot marine refrigerated cargo containers. A summary of gross lease revenue, by product, for the three and nine-month periods ended September 30, 2003 and 2002 follows:


	Three Months Ended				Nine Months Ended

	September 30,		September 30,		September 30,		September 30,
	2003		2002		2003		2002

Dry cargo containers	$	686,562	$	748,569	$	2,102,448	$	2,468,960
Refrigerated containers		182,515		221,241		588,685		682,164

Total	$	869,077	$	969,810	$	2,691,133	$	3,151,124

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.

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

A Leasing Agent Agreement exists between the Registrant 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, 63% of the original equipment remained in the Registrant’s fleet, as compared to 70% at December 31, 2002. The following chart summarizes the composition of the Registrant’s fleet (based on container type) at September 30, 2003.


					Dry Cargo				Refrigerated
			Containers						Containers

							40-Foot
			20-Foot		40-Foot		High-Cube		20-Foot		40-Foot

Containers on lease:
	Master lease			3,448		2,077		101		94		11
	Term lease (1-5 years)			1,669		700		27		59		100

		Subtotal		5,117		2,777		128		153		111
Containers off lease				752		850		25		65		69

Total container fleet				5,869		3,627		153		218		180


		Dry Cargo															Refrigerated
		Containers															Containers

												40-Foot
		20-Foot					40-Foot					High-Cube					20-Foot					40-Foot

		Units		%			Units		%			Units		%			Units		%			Units		%

Total purchases			9,743		100	%		5,426		100	%		213		100	%		248		100	%		309		100	%
	Less disposals		3,874		40	%		1,799		33	%		60		28	%		30		12	%		129		42	%

Remaining fleet at September 30, 2003			5,869		60	%		3,627		67	%		153		72	%		218		88	%		180		58	%

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 for dry cargo containers measured 82% as compared to 79% 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. 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.

(Continued)

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))
	Dry cargo containers		13,766			15,930			14,166			17,017
	Refrigerated containers		602			714			638			726
Average Utilization
	Dry cargo containers		82	%		75	%		80	%		71	%
	Refrigerated containers		67	%		71	%		70	%		73	%

Per-diem rates for dry cargo containers for the three and nine-month periods ended September 30, 2003 declined approximately 3% and 7%, 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 for dry cargo containers 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 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.

(Continued)

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

Net lease revenue of $520,622 for the three months ended September 30, 2003 was $7,733 higher than in the corresponding period of 2002. The increase was primarily a result of a $108,466 aggregate decline in rental equipment operating expenses, management fees and reimbursed administrative expenses, when compared to the corresponding period in 2002. This decline offset the negative impact on gross lease revenue (a component of net lease revenue) arising from lower, average per-diem rental rates and the Registrant’s smaller fleet size. Contributing to the decline in rental equipment operating expenses were decreases in storage and handling costs, a direct result of higher utilization and its impact on reducing the number of off-hire containers in inventory. The provision for doubtful accounts and repositioning expense also decline by $16,078 and $10,570, respectively, from the corresponding period in the prior year.

Depreciation expense of $629,513 for the three months ended September 30, 2003 was $93,489 lower than the same period in 2002, a direct result of the Registrant’s declining fleet size.

Other general and administrative expenses increased to $30,970 in the third quarter of 2003, from $29,762 in the corresponding period of 2002, representing a increase of $1,208 or 4.1% from the same period in 2002.

Net loss on disposal of equipment was a result of the Registrant disposing of 429 containers during the three-month period ended September 30, 2003, as compared to 842 containers during the same period in 2002. These disposals resulted in a net loss of $213,564 for the three-month period ended September 30, 2003, as compared to $660,147 for the three-month period ended September 30, 2002. The Registrant believes that the net loss 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 revenue of $1,593,162 for the nine months ended September 30, 2003 was $142,048 lower than in the corresponding period of 2002. The decrease was due to a $459,991 decline in gross rental revenue (a component of net lease revenue) from the same period in 2002. Gross rental revenue was impacted by lower average per-diem rental rates and the Registrant’s smaller fleet size. Other components of net lease revenue, including management fees and reimbursed administrative expenses, were lower by $96,544 when compared to the corresponding period in 2002, partially offsetting the decline in gross lease revenue. Rental equipment operating expenses decreased by $221,399 when compared to the corresponding period in 2002. Contributing to the decline in rental equipment operating expenses were decreases in storage and handling costs, a direct result of higher utilization and its impact on reducing the number of off-hire containers from inventory. Such costs were partially offset by an increase in the provision for doubtful accounts.

Depreciation expense of $1,948,055 for the nine months ended September 30, 2003 was $354,194 lower than the same period in 2002, a direct result of the Registrant’s declining fleet size.

Other general and administrative expenses were $96,010 for the nine months ended September 30, 2003, a decrease of $1,229 or 1.3% when compared to corresponding period of 2002.

Net loss on disposal of equipment was a result of the Registrant disposing of 1,030 containers during the nine-month period ended September 30, 2003, as compared to 2,400 containers during the same period in 2002. These disposals resulted in a loss of $496,836 for the nine-month period ended September 30, 2003, as compared to a loss of $1,833,467 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.

(Continued)

Liquidity and Capital Resources

Cash from Operating Activities: Net cash provided by operating activities was $1,467,431 and $1,730,021 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 $903,082 and $1,621,450, respectively.

Cash from Financing Activities: Net cash used in financing activities was $2,630,992 during the first nine months of 2003 compared to $2,743,847 in the corresponding period of 2002. These amounts represent distributions to the Registrant’s general and limited partners. The Registrant’s diminishing fleet size, as well as current market conditions, may 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.

Capital Resources

Capital Resources: Aside from the initial working capital reserve retained from the gross subscription proceeds (equal to approximately 1% of such proceeds), the Registrant relied primarily on container rental receipts and proceeds from container sales to generate distributions 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)

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.

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 December 2, 1991	*

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

10	Form of Leasing Agent Agreement with Cronos Containers Limited	***

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 quarter ended September 30, 2003.

*		Incorporated by reference to Exhibit “A” to the Prospectus of the Registrant dated December 2, 1991, included as part of Registration Statement on Form S-1 (No. 33-42697)

**		Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-42697)

***		Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-42697)

****		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.

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 XII, L.P.

		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

EXHIBIT INDEX


Exhibit
No.	Description	Method of Filing

3(a)	Limited Partnership Agreement of the Registrant, amended and restated as of December 2, 1991	*

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

10	Form of Leasing Agent Agreement with Cronos Containers Limited	***

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 December 2, 1991, included as part of Registration Statement on Form S-1 (No. 33-42697)

**		Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-42697)

***		Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-42697)

****		These certifications, required by Section 906 of the Sarbanes-Oxley Act of 2002, other than as required by Section 906, is not deemed to be “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.

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IEA INCOME FUND XII LP 10-Q