CERTIFICATION OF CHIEF FINANCIAL OFFICER
                          OF CORPORATE GENERAL PARTNER

                 PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I,  Robert  A.  Bourne,  the  President  and  Treasurer  of CNL  Realty
Corporation,  the  corporate  general  partner of CNL Income Fund XV, Ltd.  (the
"registrant"), certify that:

         1.  I have reviewed this annual report on Form 10-K of the registrant;

         2.  Based on my  knowledge,  this  report  does not  contain any untrue
             statement  of a  material  fact or omit to  state a  material  fact
             necessary   to  make  the   statements   made,   in  light  of  the
             circumstances under which such statements were made, not misleading
             with respect to the period covered by this report;

         3.  Based  on  my  knowledge,  the  financial  statements,   and  other
             financial  information  included in this report,  fairly present in
             all  material   respects  the  financial   condition,   results  of
             operations  and cash flows of the  registrant  as of, and for,  the
             periods presented in this report;

         4.  The registrant's other certifying officer and I are responsible for
             establishing and maintaining disclosure controls and procedures (as
             defined in Exchange  Act Rules  13a-15(e)  and  15d-15(e))  for the
             registrant and have:

                a.  Designed such disclosure controls and procedures,  or caused
                    such disclosure controls and procedures to be designed under
                    our  supervision,   to  ensure  that  material   information
                    relating  to  the  registrant,  including  its  consolidated
                    subsidiaries,  is made  known to us by others  within  those
                    entities,  particularly  during  the  period  in which  this
                    report is being prepared;

                b.  Evaluated the  effectiveness of the registrant's  disclosure
                    controls  and  procedures  and  presented in this report our
                    conclusions   about  the  effectiveness  of  the  disclosure
                    controls and procedures, as of the end of the period covered
                    by this report based on such evaluation; and

                c.  Disclosed  in this  report  any  change in the  registrant's
                    internal  control over  financial  reporting  that  occurred
                    during the  registrant's  most recent  fiscal  quarter  (the
                    registrant's  fourth fiscal quarter in the case of an annual
                    report)  that  has  materially  affected,  or is  reasonably
                    likely  to  materially  affect,  the  registrant's  internal
                    control over financial reporting; and

         5.  The  registrant's  other  certifying  officer and I have disclosed,
             based  on our most  recent  evaluation  of  internal  control  over
             financial  reporting,  to the  registrant's  auditors and the audit
             committee  of the  registrant's  board  of  directors  (or  persons
             performing the equivalent functions):

                a.  All significant  deficiencies and material weaknesses in the
                    design or  operation  of  internal  control  over  financial
                    reporting  which are reasonably  likely to adversely  affect
                    the registrant's ability to record,  process,  summarize and
                    report financial information; and

                b.  Any fraud, whether or not material, that involves management
                    or  other  employees  who  have a  significant  role  in the
                    registrant's internal control over financial reporting.


Date: March 24, 2004


/s/ Robert A. Bourne
Robert A. Bourne
President and Treasurer