SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
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
(State or other jurisdiction of
incorporation or organization) 94-3046886
(I.R.S. Employer
Identification No.)

One Front Street, 15th Floor, San Francisco, California 94111
(Address of principal executive offices)        (Zip Code)

(415) 677-8990
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes       ü .    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
PART II — OTHER INFORMATION
	Item 6. Exhibits and Reports on Form 8-K

IEA INCOME FUND VIII,
A California Limited Partnership

Report on Form 10-Q for the Quarterly Period
Ended September 30, 2001

TABLE OF CONTENTS

		PAGE
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements
	Balance Sheets — September 30, 2001 and December 31, 2000 (unaudited)		4
	Statements of Operations for the three and nine months ended September 30, 2001 and 2000 (unaudited)		5
	Statements of Cash Flows for the nine months ended September 30, 2001 and 2000 (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		13
PART II — OTHER INFORMATION
Item 6.	Exhibits and Reports on Form 8-K		14

2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Presented herein are the Registrant’s balance sheets as of September 30, 2001 and December 31, 2000, statements of operations for the three and nine months ended September 30, 2001 and 2000, and statements of cash flows for the nine months ended September 30, 2001 and 2000.

3

IEA INCOME FUND VIII,
A California Limited Partnership

Balance Sheets

(Unaudited)

					September 30,			December 31,
					2001			2000
				Assets
Current assets:
	Cash and cash equivalents, includes $338,691 at September 30, 2001 and $463,158 at December 31, 2000 in interest-bearing accounts				$	353,691		$	598,531
	Net lease receivables due from Leasing Company (notes 1 and 2)					33,149			83,433
			Total current assets			386,840			681,964
Container rental equipment, at cost						4,822,608			5,929,323
	Less accumulated depreciation					3,226,048			3,761,161
		Net container rental equipment				1,596,560			2,168,162
			Total assets		$	1,983,400		$	2,850,126
				Partners’ Capital
Partners’ capital (deficit):
	General partner				$	(140,859	)	$	(132,192	)
	Limited partners					2,124,259			2,982,318
			Total partners’ capital		$	1,983,400		$	2,850,126

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

4

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,
			2001			2000			2001			2000
Net lease revenue (notes 1 and 3)			$	86,109		$	181,599		$	322,895		$	450,719
Other operating expenses:
	Depreciation			109,817			41,768			199,549			211,923
	Other general and administrative expenses			13,213			12,453			47,576			40,606
				123,030			54,221			247,125			252,529
		Income (loss) from operations		(36,921	)		127,378			75,770			198,190
Other income (loss):
	Interest income			3,031			3,592			12,977			13,716
	Net (loss) gain on disposal of equipment			(3,292	)		(9,789	)		(18,503	)		36,216
				(261	)		(6,197	)		(5,526	)		49,932
		Net (loss) income	$	(37,182	)	$	121,181		$	70,244		$	248,122
Allocation of net (loss) income:
	General partner		$	26,370		$	21,317		$	95,441		$	123,904
	Limited partners			(63,552	)		99,864			(25,197	)		124,218
			$	(37,182	)	$	121,181		$	70,244		$	248,122
Limited partners’ per unit share of net (loss) income			$	(2.96	)	$	4.65		$	(1.17	)	$	5.78

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

5

IEA INCOME FUND VIII,
A California Limited Partnership

Statements of Cash Flows

(Unaudited)

		Nine Months Ended
		September 30,			September 30,
		2001			2000
Net cash provided by operating activities		$	301,266		$	512,298
Cash provided by investing activities:
	Proceeds from sale of rental equipment		390,864			444,542
Cash flows used in financing activities:
	Distribution to partners		(936,970	)		(846,294	)
Net increase (decrease) in cash and cash equivalents			(244,840	)		110,546
Cash and cash equivalents at January 1			598,531			416,688
Cash and cash equivalents at September 30		$	353,691		$	527,234

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

6

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 the general partner. 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. CCC has entered into a Leasing Agent Agreement whereby the Leasing Company has the responsibility to manage the leasing operations of all equipment owned by the Partnership. Pursuant to the Agreement, the Leasing Company is responsible for leasing, managing and re-leasing the Partnership’s containers to ocean carriers, and has full discretion over which ocean carriers and suppliers of goods and services it may deal with. The Leasing Agent Agreement permits the Leasing Company to use the containers owned by the Partnership, together with other containers owned or managed by the Leasing Company and its affiliates, as part of a single fleet operated without regard to ownership. Since the Leasing Agent Agreement meets the definition of an operating lease in Statement of Financial Accounting Standards (SFAS) No. 13, it is accounted for as a lease under which the Partnership is lessor and the Leasing Company is lessee.
	The Leasing Agent Agreement generally provides that the Leasing Company will make payments to the Partnership based upon rentals collected from ocean carriers after deducting direct operating expenses and management fees to CCC. The Leasing Company leases containers to ocean carriers, generally under operating leases which are either master leases or term leases (mostly 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)

7

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)	Depreciation of Rental Equipment
	Effective June 1, 2001, the estimated depreciable life has been changed from a twelve-year life to a fifteen-year life and the estimated salvage value has been changed from 30% to 10% of the original equipment cost. The effect of these changes is an increase to depreciation expense of approximately $110,200 from June 1 to September 30, 2001.
(e)	Financial Statement Presentation
	These financial statements have been prepared without audit. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting procedures have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and accompanying notes in the Partnership’s latest annual report on Form 10-K.
	The 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 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.

(Continued)

8

IEA INCOME FUND VIII,
A California Limited Partnership

Notes to Unaudited Financial Statements

(2)

Net Lease Receivables Due from Leasing Company

Net lease receivables due from the Leasing Company are determined by deducting direct operating payables and accrued expenses, base management fees earned, reimbursed administrative expenses, 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. Net lease receivables at September 30, 2001 and December 31, 2000 were as follows:

	September 30,		December 31,
	2001		2000
Gross lease receivables	$	199,981	$	329,461
Less:
Direct operating payables and accrued expenses		63,838		60,107
Damage protection reserve		11,701		25,089
Base management fees payable		45,154		52,631
Reimbursed administrative expenses		4,569		11,647
Allowance for doubtful accounts		20,582		36,554
Incentive fees		20,988		60,000
Net lease receivables	$	33,149	$	83,433

(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, 2001 and 2000 was as follows:

	Three Months Ended				Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2001		2000		2001		2000
Rental revenue (note 4)	$	155,118	$	259,132	$	534,669	$	834,934
Less:
Rental equipment operating expenses		28,767		16,941		82,205		184,557
Base management fees		10,802		19,749		37,194		55,654
Reimbursed administrative expenses		8,451		8,940		27,279		47,453
Incentive fees		20,989		31,903		65,096		96,551
	$	86,109	$	181,599	$	322,895	$	450,719

(Continued)

9

IEA INCOME FUND VIII,
A California Limited Partnership

Notes to Unaudited Financial Statements

(4)	Operating Segment
	The Financial Accounting Standards Board has issued SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” which changes the way public business enterprises report financial and descriptive information about reportable operating segments. 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, after considering the requirements of SFAS No. 131, 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, 2001, the Partnership operated 907 twenty-foot, 791 forty-foot and 51 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 the geographic area information required by SFAS No. 131.
(5)	New Accounting Pronouncements
	In August 2001, the Financial Accounting Standards Board issued SFAS No. 143, “Accounting for Asset Retirement Obligations”, which is effective for all fiscal years beginning after June 15, 2002. This standard requires a company to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred, and a corresponding increase in the carrying value of the related long-lived asset. During October 2001, the Financial Accounting Standards Board issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, which is effective for all fiscal years beginning after December 15, 2001. SFAS No. 144 supersedes SFAS No. 121, but retains its fundamental provisions relating to the recognition and measurement of the impairment of long-lived assets to be held and used, and the measurement of long lived assets to be disposed of by sale. The Registrant has not yet determined the effect of adoption of either SFAS 143 or SFAS 144 on its financial position and results of operations.

******

10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

It is suggested that the following discussion be read in conjunction with the Registrant’s most recent annual report on Form 10-K.

General

Pursuant to the Limited Partnership Agreement of the Registrant, all authority to administer the business of the Registrant is vested in CCC. CCC has entered into a Leasing Agent Agreement whereby the Leasing Company has the responsibility to manage the leasing operations of all equipment owned by the 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, 2001, 37% of the original equipment remained in the Registrant’s fleet, as compared to 45% at December 31, 2000. The following chart summarizes the composition of the Registrant’s fleet (based on container type) at September 30, 2001.

							40-Foot
			20-Foot		40-Foot		High-Cube
Containers on lease:
	Term leases			138		331		12
	Master leases			576		294		22
		Subtotal		714		625		34
Containers off lease				193		166		17
	Total container fleet			907		791		51

												40-Foot
		20-Foot					40-Foot					High-Cube
		Units		%			Units		%			Units		%
Total purchases			2,244		100	%		2,396		100	%		150		100	%
	Less disposals		1,337		60	%		1,605		67	%		99		66	%
Remaining fleet at September 30, 2001			907		40	%		791		33	%		51		34	%

The demand for dry cargo containers has continued to be adversely affected by the slowdown in the global economy and the resulting excess supply of containers. The terrorist attacks of September 11, 2001 resulted in further disruptions of global business activities and raised further questions as to the short-term direction of the global economy. Transpacific trade, a large proportion of which consists of technology-related goods, has been largely affected by the slowdown of the US economy. For the first time in many years, the aggregate GDP growth rates of the United States, Europe, and Japan have decelerated, contributing to lower utilization rates and higher container inventories throughout the world. Container imbalances for all trade routes involving Asia are expected to continue throughout the remainder of the year and through the first half of 2002. As a result of the increasing container inventories worldwide, the production of new containers has declined. Although a slowdown in new container production could have positive short and long-term effects for the container leasing industry, a reduction in new containers will not have a significant impact without an easing of current market constraints and a strengthening of the world’s economies. In response to the foregoing, the Leasing Company continues to implement a number of marketing initiatives which are designed to target identified leasing opportunities and enhance inventory management of the Registrant’s fleet.

(continued)

11

The Registrant’s average fleet size and utilization rates for the three and nine-month periods ended September 30, 2001 and September 30, 2000 were as follows:

	Three Months Ended						Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2001			2000			2001			2000
Average fleet size (measured in twenty-foot equivalent units (TEU))		2,652			3,582			2,842			3,911
Average utilization		80	%		83	%		81	%		81	%

Average per-diem rental rates decreased approximately 14% and 11%, when compared to the same three and nine-month periods in the prior year respectively.

Three Months Ended September 30, 2001 Compared to the Three Months Ended September 30, 2000

Income (loss) from operations for the three months ended September 30, 2001 was a loss of $36,921, as compared to income of $127,378 during the corresponding period of 2000. The decrease was primarily due to a decline in net lease revenue and a $68,049 increase in depreciation expense that resulted from a change in the estimated life and salvage value of the containers.

Net lease revenue of $86,109 for the three months ended September 30, 2001 was $95,490 lower than the corresponding period of 2000. The decrease was due to a $104,014 decline in gross rental revenue (a component of net lease revenue) from the same period in 2000. 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, as well as reimbursed administrative expenses, were lower by a combined $20,350 when compared to the corresponding period in 2000. The decline in these components of net lease revenue partially offset the increase in rental equipment operating expense and the decline in gross lease revenue. Contributing to the increase in direct operating expenses were increases in the provision for doubtful accounts.

Depreciation expense of $109,817 for the three months ended September 30, 2001, was $68,049 higher than the same period in 2000. Effective June 1, 2001, the Registrant changed the estimated life of its rental container equipment from an estimated 12 year life to a 15 year life, and its estimated salvage value from 30% to 10% of original equipment cost. The effect of these changes was an increase in depreciation expense of approximately $82,000 for the three months ended September 30, 2001.

Other general and administrative expenses of $13,213 in the third quarter of 2001, were consistent with the corresponding period of 2000.

Net (loss) gain on disposal of equipment was a result of the Registrant disposing of 103 containers during the three-month period ended September 30, 2001, as compared to 225 containers during the same period in 2000. These disposals resulted in a loss of $3,292 for the three-month period ended September 30, 2001, as compared to a loss of $9,789 for the three-month period ended September 30, 2000. The Registrant believes that the net loss on container disposals in the three-month period ended September 30, 2001 was a result of various factors including the 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. As a result of current world events and market conditions, the Registrant is re-evaluating its asset impairment criteria.

Nine Months Ended September 30, 2001 Compared to the Nine Months Ended September 30, 2000

Income from operations for the nine-month period ended September 30, 2001, was $75,770, as compared to $198,190 during the corresponding period of 2000. The decrease was primarily due to a $127,824 decline in net lease revenue.

(continued)

12

Net lease revenue of $322,895 for the nine-month period ended September 30, 2001 was $127,824, or 28% lower than in the corresponding period of 2000. The decrease was due to a $300,265 decline in gross rental revenue (a component of net lease revenue) from the same period in 2000. 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 rental equipment operating expenses, management and incentive fees, and reimbursed administrative expenses, were lower by a combined $172,441 when compared to the corresponding period in 2000, and partially offset the decline in gross lease revenue. Contributing to the decline in direct operating expenses were declines in storage, repair and maintenance expenses, as well as the provision for doubtful accounts.

Depreciation expense of $199,549 for the nine-month period ended September 30, 2001 was $12,374 lower than the same period in 2000 due to a declining fleet size. Effective June 1, 2001, the Registrant changed the estimated life of its rental container equipment from an estimated 12 year life to a 15 year life and its estimated salvage value from 30% to 10% of original equipment cost. The effect of these depreciation changes is an increase in depreciation expense of approximately $110,200 from June 1 to September 30, 2001.

Other general and administrative expenses increased to $47,576 during the nine-month period ended September 30, 2001, from $40,606 in the corresponding period of 2000, representing an increase of $6,970.

Net (loss) gain on disposal of equipment was a result of the Registrant disposing of 404 containers during the first nine months of 2001, as compared to 573 containers during the first nine months of 2000. These disposals resulted in a loss of $18,503 for the nine-month period ended September 30, 2001, as compared to a gain of $36,216 for the nine-month period ended September 30, 2000.

Liquidity and Capital Resources

Cash from Operating Activities: Net cash provided by operating activities was $301,266 and $512,298 during the first nine months of 2001 and 2000, respectively. The net cash generated in 2001 included earnings from operations and $72,078 in net lease receivables due from the Leasing Company. The net cash generated in 2000 reflected earnings from operations together with $76,777 in net lease receivables due from the Leasing Company.

Cash from Investing Activities: Net cash provided by investing activities was $390,864 and $444,542 in the first nine months of 2001 and 2000, respectively. These amounts represent sales proceeds generated from the sale of container equipment.

Cash from Financing Activities: Net cash used in financing activities was $936,970 during the first nine months of 2001 compared to $846,294 in the corresponding period of 2000. These amounts represent distributions to the Registrant’s general and limited partners, which decreased due to cash collections and sales proceeds generated from the sale of container equipment. 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. The Registrant may refrain from distributing cash generated from operations and sales proceeds to its partners in subsequent periods, reserving 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.

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 to its partner general and limited partners, as well as to finance current operating needs. No credit lines are maintained to finance working capital.

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. Of the remaining costs, the majority are individually small, unpredictable and incurred in various denominations and thus are not suitable for cost effective hedging. From time to time, the Leasing Company hedges 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 Company, there can be no assurance that such fluctuations will not adversely effect its results of operations and financial condition.

13

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	**

(b) Reports on Form 8-K

 No reports on Form 8-K were filed by the Registrant during the quarter ended September 30, 2001.

*	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)

14

SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

IEA INCOME FUND 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 14, 2001

15

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	**

*	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)