UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-KSB

    Annual Report Under Section 13 or 15(d) of The Securities
                      Exchange Act of 1934

          For the Fiscal Year Ended:  December 31, 2005

                Commission file number:  0-14089

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
         (Name of small business issuer in its charter)

        State of Delaware                  93-0926134
   (State or other jurisdiction of      (I.R.S. Employer
   incorporation or organization)      Identification No.)

      30 East 7th Street, Suite 1300, St. Paul, Minnesota 55101
            (Address of principal executive offices)

                         (651) 227-7333
                   (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:
                                 Name of each exchange on
     Title of each class             which registered
             None                          None

Securities registered under Section 12(g) of the Exchange Act:

                      Limited Partnership Units
                        (Title of class)

Check whether the issuer is not required to file reports pursuant
to Section 13 or 15(d) of the Exchange Act.

Check  whether  the issuer (1) filed all reports required  to  be
filed by Section 13 or 15(d) of the Exchange Act during the  past
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

Check if disclosure of delinquent filers in response to Rule  405
of  Regulation  S-B  is  not  contained  in  this  Form,  and  no
disclosure  will  be  contained,  to  the  best  of  registrant's
knowledge,   in   definitive  proxy  or  information   statements
incorporated by reference in Part III of this Form 10-KSB or  any
amendment to this Form 10-KSB. [X]

Indicate by check mark whether the registrant is a shell  company
(as defined in Rule 12b-2 of the Exchange Act).  Yes    No [X]

The  Issuer's revenues for the year ended December 31, 2005  were
$240,926.

As  of  February  28,  2006, there were 7,228  Units  of  limited
partnership  interest outstanding and owned by  nonaffiliates  of
the  registrant, which Units had an aggregate market value (based
solely  on  the price at which they were sold since there  is  no
ready market for such Units) of $7,228,000.

               DOCUMENTS INCORPORATED BY REFERENCE
 The registrant has not incorporated any documents by reference
                        into this report.

Transitional Small Business Disclosure Format:     Yes   No [X]

                             PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

         AEI   Real  Estate  Fund  XV  Limited  Partnership  (the
"Partnership" or the "Registrant") is a limited partnership which
was  organized pursuant to the laws of the State of  Delaware  on
October  3,  1986.   The  registrant is  comprised  of  AEI  Fund
Management  86-A, Inc. (AFM) as Managing General Partner,  Robert
P.  Johnson,  the  President and sole director  of  AFM,  as  the
Individual  General Partner, and purchasers of partnership  units
as  Limited  Partners.  The Partnership offered for  sale  up  to
$7,500,000 of limited partnership interests (the "Units")  (7,500
Units  at  $1,000 per Unit) pursuant to a registration  statement
effective July 31, 1986. The Partnership commenced operations  on
October  3,  1986  when minimum subscriptions  of  1,300  Limited
Partnership  Units ($1,300,000) were accepted.  The Partnership's
offering   terminated  December  30,  1986   when   the   maximum
subscription   limit   of   7,500   Limited   Partnership   Units
($7,500,000) was reached.

        The Partnership was organized to acquire, initially on  a
debt-free   basis,  existing  and  newly  constructed  commercial
properties located in the United States, to lease such properties
to  tenants under triple net leases, to hold such properties  and
to  eventually sell such properties.  From subscription proceeds,
the  Partnership  purchased eight properties,  including  partial
interests in three properties, totaling $6,409,650.  The  balance
of  the  subscription  proceeds was applied to  organization  and
syndication  costs,  working capital reserves and  distributions,
which  represented a return of capital.  The properties  are  all
commercial,  single  tenant buildings  leased  under  triple  net
leases.

        In  the  second  quarter of 2006,  the  Managing  General
Partner  plans to solicit by mail a proxy statement  seeking  the
consent  of the Limited Partners, as required by Section  6.1  of
the  Partnership  Agreement, to initiate the  final  disposition,
liquidation   and  distribution  of  all  of  the   Partnership's
properties and assets within the next year.  If a majority of the
voting  Units  are voted in favor of the proposal,  the  Managing
General Partner will proceed with the planned liquidation of  the
Partnership.  If the Partnership sells its remaining property  in
2006,  the  Partnership  anticipates  liquidation  to  occur   by
December 31, 2006.

Leases

       Although there are variations in the specific terms of the
leases,  the following is a summary of the general terms  of  the
Partnership's  leases.   The properties  are  leased  to  various
tenants  under  triple  net  leases,  which  are  classified   as
operating  leases.   Under  a triple net  lease,  the  tenant  is
responsible  for  all real estate taxes, insurance,  maintenance,
repairs  and  operating expenses for the property.   The  primary
lease terms are for 15 to 20 years.  The leases provide for  base
annual  rental  payments,  payable in monthly  installments,  and
contain  rent  clauses which entitle the Partnership  to  receive
additional rent in future years based on stated rent increases or
if  gross  receipts  for  the property exceed  certain  specified
amounts, among other conditions.

ITEM 1.   DESCRIPTION OF BUSINESS.  (Continued)

Property Activity

       During the first quarter of 2003, the Partnership sold its
26.05%  interest  in the Champps Americana restaurant,  in  eight
separate   transactions,  to  unrelated   third   parties.    The
Partnership received total net sale proceeds of $1,776,832, which
resulted  in  a  net  gain of $585,894.   The  cost  and  related
accumulated depreciation of the interests sold was $1,330,265 and
$139,327, respectively.

        On  February  1,  2003, the Partnership entered  into  an
agreement to sell the JEMCARE Learning Center to the tenant.   On
March 7, 2003, the sale closed with the Partnership receiving net
sale  proceeds  of  $247,219, which resulted in  a  net  gain  of
$9,595.   At  the time of sale, the cost and related  accumulated
depreciation was $417,213 and $179,589, respectively.

        On  February  3,  2003, the Partnership entered  into  an
agreement  to  sell the Children's World daycare center  in  West
Chester, Ohio to an unrelated third party.  On March 4, 2003, the
sale  closed with the Partnership receiving net sale proceeds  of
$1,223,310,  which resulted in a net gain of  $312,030.   At  the
time  of sale, the cost and related accumulated depreciation  was
$999,162 and $87,882, respectively.

        On  March 3, 2003, the Partnership purchased a parcel  of
land  in  Pharr,  Texas  for $781,000.  The Partnership  obtained
title  to  the  land  in  the form of  an  undivided  fee  simple
interest.   The  land  is leased to Kona Restaurant  Group,  Inc.
(KRG) under a Lease Agreement with a primary term of 17 years and
annual  rental  payments  of $78,100.   Simultaneously  with  the
purchase  of the land, the Partnership entered into a Development
Financing Agreement under which the Partnership advanced funds to
KRG  for the construction of a Johnny Carino's restaurant on  the
site.  Pursuant to the Lease, any improvements to the land during
the  term  of  the Lease become the property of the lessor.   The
Partnership  charged interest on the advances at a rate  of  10%.
On  September 30, 2003, after the development was completed,  the
Lease Agreement was amended to require annual rental payments  of
$200,600.   Total acquisition costs, including the  cost  of  the
land, were $1,996,913.

       On December 23, 2003, the Partnership sold 10.8425% of the
Johnny  Carino's  restaurant to an unrelated  third  party.   The
Partnership  received  net  sale  proceeds  of  $275,548,   which
resulted  in  a  net  gain  of $60,048.   The  cost  and  related
accumulated  depreciation of the interest sold was  $216,515  and
$1,015, respectively.

        In  January  2004,  the Partnership  sold  its  remaining
89.1575%  interest  in the Johnny Carino's restaurant  in  Pharr,
Texas, in five separate transactions, to unrelated third parties.
The  Partnership received total net sale proceeds of  $2,274,068,
which  resulted in a net gain of $503,677.  The cost and  related
accumulated depreciation of the interests sold was $1,780,398 and
$10,007, respectively.

ITEM 1.   DESCRIPTION OF BUSINESS.  (Continued)

        On  August  27,  2003, the Partnership  purchased  a  21%
interest  in a Garden Ridge retail store in Woodlands, Texas  for
$1,746,370.  The property is leased to Garden Ridge, L.P. under a
Lease Agreement with a primary term of 20 years and annual rental
payments  of  $197,932.  The remaining interests in the  property
were purchased by AEI Real Estate Fund XVIII Limited Partnership,
AEI  Income & Growth Fund XXII Limited Partnership and AEI Income
& Growth Fund 24 LLC, affiliates of the Partnership.

        During  the fourth quarter of 2003, the Partnership  sold
its  interest in the Garden Ridge retail store, in five  separate
transactions,  to  unrelated  third  parties.   The   Partnership
received total net sale proceeds of $2,032,178, which resulted in
a  net  gain  of  $299,527.   The cost  and  related  accumulated
depreciation  of the interests sold was $1,746,370  and  $13,719,
respectively.

        In  July  2003, the tenant of the Razzoo's restaurant  in
Austin,  Texas notified the Partnership that it was  experiencing
financial difficulty stemming from lower than expected sales  and
that  it  might not be able to pay future rents.  However,  rents
are  current.  In November 2004, the Partnership and  the  tenant
entered  into  an  agreement to amend the Lease  to  provide  the
tenant  with  options to purchase the property and terminate  the
Lease.   Under  the  purchase option, which expires  October  31,
2006, the tenant can elect to purchase the Partnership's interest
in  the property for $572,000.  Under the termination option, the
tenant can elect to terminate the Lease by providing no less than
six  months prior written notice and paying a termination payment
equal  to one year's rent.  The lease cannot be terminated  prior
to  October 31, 2006.  As part of this agreement, the Partnership
received  a  personal guarantee from the majority shareholder  of
the tenant for payment of the rent through October 31, 2006.   In
addition, the Partnership was reimbursed for certain expenses  it
incurred  related to legal action it pursued in  connection  with
this situation.

        On  September 26, 2005, the Partnership sold  the  Arby's
restaurant  in  Marshall, Michigan to an unrelated  third  party.
The  Partnership  received net sale proceeds of  $589,921,  which
resulted  in  a net gain of $309,534.  At the time of  sale,  the
cost  and  related  accumulated  depreciation  was  $586,425  and
$306,038, respectively.

        Subsequent to December 31, 2005, the Partnership  entered
into an agreement to sell the Children's World daycare center  in
Franconia,  Virginia to an unrelated third party.   The  sale  is
subject  to contingencies and may not be completed.  If the  sale
is  completed, the Partnership expects to receive net proceeds of
approximately  $1,825,000.  If this sale is  not  completed,  the
Partnership will seek another buyer for the property and may  not
be able to negotiate a similar purchase agreement.

Major Tenants

        During 2005, three tenants each contributed more than ten
percent  of  the Partnership's total rental revenue.   The  major
tenants in aggregate contributed 100% of total rental revenue  in
2005.  With the planned liquidation of the Partnership, the major
tenant information will no longer be applicable.

ITEM 1.   DESCRIPTION OF BUSINESS.  (Continued)

Competition

        The  Partnership is a minor factor in the commercial real
estate  business.   There are numerous entities  engaged  in  the
commercial  real  estate  business which have  greater  financial
resources  than  the  Partnership.  At the time  the  Partnership
elects to dispose of its properties, the Partnership will  be  in
competition  with other persons and entities to find  buyers  for
its properties.

Employees

        The  Partnership  has  no direct  employees.   Management
services   are  performed  for  the  Partnership  by   AEI   Fund
Management, Inc., an affiliate of AFM.

ITEM 2.   DESCRIPTION OF PROPERTIES.

Investment Objectives

        The  Partnership's investment objectives are  to  acquire
existing or newly-developed commercial properties throughout  the
United  States that offer the potential for (i) preservation  and
protection  of  the  Partnership's capital; (ii)  partially  tax-
deferred  cash distributions from operations which  may  increase
through  rent  participation clauses or mandated rent  increases;
and  (iii) long-term capital gains through appreciation in  value
of   the  Partnership's  properties  realized  upon  sale.    The
Partnership  does not have a policy, and there is no  limitation,
as  to the amount or percentage of assets that may be invested in
any  one  property.  However, to the extent possible, the General
Partners  attempt  to  diversify the type  and  location  of  the
Partnership's properties.

Description of Properties

       The Partnership's properties are commercial, single tenant
buildings.  The properties were acquired on a debt-free basis and
are  leased to various tenants under triple net leases, which are
classified  as  operating  leases.  The  Partnership   holds   an
undivided  fee simple interest in the properties.   At  any  time
prior to selling the properties, the Partnership may mortgage one
or  more  of its properties in amounts not exceeding 50%  of  the
fair market value of the property.

        The  Partnership's properties are subject to the  general
competitive conditions incident to the ownership of single tenant
investment  real estate.  Since each property is leased  under  a
long-term   lease,   there  is  little  competition   until   the
Partnership  decides to sell the property.   At  this  time,  the
Partnership will be competing with other real estate  owners,  on
both a national and local level, in attempting to find buyers for
the   properties.   In  the  event  of  a  tenant  default,   the
Partnership would be competing with other real estate owners, who
have  property vacancies, to attract a new tenant  to  lease  the
property.   The Partnership's tenants operate in industries  that
are  very  competitive and can be affected  by  factors  such  as
changes  in regional or local economies, seasonality and  changes
in consumer preference.

ITEM 2.   DESCRIPTION OF PROPERTIES.  (Continued)

        The  following table is a summary of the properties  that
the Partnership acquired and owned as of December 31, 2005.

                           Total Property            Annual
                  Purchase  Acquisition              Lease     Annual Rent
  Property          Date       Costs      Tenant     Payment   Per Sq. Ft.

Children's World                       KinderCare
Daycare Center                          Learning
 Franconia, VA    3/24/87  $962,069   Centers, Inc.  $138,348    $27.95

Razzoo's Restaurant
 Austin, TX                             Razzoo's,
 (22%)            6/27/01  $714,689       LP         $ 72,090    $33.44

        The  properties  listed above with  a  partial  ownership
percentage  are owned with an affiliate of the Partnership.   The
remaining interests in the Razzoo's restaurant are owned  by  AEI
Real Estate Fund XVII Limited Partnership, AEI Net Lease Income &
Growth Fund XIX Limited Partnership and AEI Income & Growth  Fund
XXII Limited Partnership.

        The Partnership accounts for properties owned as tenants-
in-common  with  affiliated Partnerships and/or  unrelated  third
parties  using  the  proportionate  consolidation  method.   Each
tenant-in-common  owns  a  separate, undivided  interest  in  the
properties.   Any  tenant-in-common that holds more  than  a  50%
interest  does  not control decisions over the  other  tenant-in-
common  interests.   The financial statements reflect  only  this
Partnership's percentage share of the properties' land,  building
and equipment, liabilities, revenues and expenses.

        The  Lease for the Razzoo's restaurant has a primary term
of  15  years and provides the tenant with two five-year  renewal
options  subject to the same terms and conditions as the  primary
term.   The Children's World daycare center has a Lease that  was
extended during 2004 to expire on January 31, 2013.

       Pursuant to the Lease Agreements, the tenants are required
to provide proof of adequate insurance coverage on the properties
they  occupy.   The General Partners believe the  properties  are
adequately covered by insurance and consider the properties to be
well-maintained and sufficient for the Partnership's operations.

         For  tax  purposes,  the  Partnership's  properties  are
depreciated  under the Modified Accelerated Cost Recovery  System
(MACRS).  The largest depreciable component of a property is  the
building  which  is depreciated, using the straight-line  method,
over  31.5,  39  or 40 years depending on the date  when  it  was
placed  in  service.  The remaining depreciable components  of  a
property  are personal property and land improvements  which  are
depreciated,  using an accelerated method, over 5 and  15  years,
respectively.  Since the Partnership has tax-exempt Partners, the
Partnership is subject to the rules of Section 168(h)(6)  of  the
Internal  Revenue  Code  which  requires  a  percentage  of   the
properties' depreciable components to be depreciated over  longer
lives  using  the straight-line method.  In general, the  federal
tax  basis of the properties for tax depreciation purposes is the
same as the basis for book depreciation purposes.


ITEM 2.   DESCRIPTION OF PROPERTIES.  (Continued)

        During  the last five years, all properties listed  above
were 100% occupied.

ITEM 3.  LEGAL PROCEEDINGS.

       None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

       None.


                             PART II

ITEM 5.   MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS
       AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

        (a)  As  of December 31, 2005, there were 667 holders  of
record  of the registrant's Limited Partnership Units.  There  is
no  other  class  of  security outstanding  or  authorized.   The
registrant's  Units  are  not a traded security  in  any  market.
During the period covered by this report, the Partnership did not
sell  any  equity  securities that are not registered  under  the
Securities Act of 1933.

        Cash distributions of $5,759 and $37,756 were made to the
General  Partners and $570,126 and $3,737,849 were  made  to  the
Limited   Partners   in   2005  and  2004,   respectively.    The
distributions  were made on a quarterly basis and  represent  Net
Cash   Flow,  as  defined,  except  as  discussed  below.   These
distributions  should  not be compared  with  dividends  paid  on
capital stock by corporations.

        As  part  of the Limited Partner distributions  discussed
above,  the  Partnership distributed $400,000 and  $3,500,000  of
proceeds from property sales in 2005 and 2004, respectively.  The
distributions  reduced  the  Limited Partners'  Adjusted  Capital
Contributions.

       (b) Not applicable.

       (c) None.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS.

        The Management's Discussion and Analysis contains various
"forward  looking  statements"  within  the  meaning  of  federal
securities  laws  which  represent management's  expectations  or
beliefs  concerning future events, including statements regarding
anticipated  application of cash, expected  returns  from  rental
income,  growth  in revenue, taxation levels, the sufficiency  of
cash to meet operating expenses, rates of distribution, and other
matters.  These, and other forward looking statements made by the
Partnership,  must be evaluated in the context  of  a  number  of
factors that may affect the Partnership's financial condition and
results of operations, including the following:

    Market  and  economic conditions which affect the  value
    of  the  properties the Partnership owns and  the  cash
    from rental income such properties generate;

    the  federal  income tax consequences of rental  income,
    deductions,  gain  on  sales and other  items  and  the
    affects of these consequences for the Partners;

    resolution  by  the General Partners of  conflicts  with
    which they may be confronted;

    the effect of tenant defaults; and

    the  condition of the industries in which the  tenants  of
    properties owned by the Partnership operate.


The Application of Critical Accounting Policies

        The preparation of the Partnership's financial statements
requires  management to make estimates and assumptions  that  may
affect the reported amounts of assets, liabilities, revenues  and
expenses,  and  related  disclosure  of  contingent  assets   and
liabilities. Management evaluates these estimates on  an  ongoing
basis,  including  those related to the carrying  value  of  real
estate  and  the  allocation  by AEI  Fund  Management,  Inc.  of
expenses  to  the  Partnership as opposed  to  other  funds  they
manage.

       Through  September  30,  2005, the  Partnership  purchased
properties and recorded them in the financial statements  at  the
lower  of  cost  or estimated realizable value.  The  Partnership
initially  recorded the properties at cost (including capitalized
acquisition   expenses).   The  Partnership   was   required   to
periodically  evaluate  the  carrying  value  of  properties   to
determine   whether   their  realizable  value   declined.    For
properties  the  Partnership would hold and  operate,  management
determined   whether  impairment  occurred   by   comparing   the
property's  probability-weighted cash flows to its  then  current
carrying   value.   For  properties  held  for  sale,  management
determined   whether  impairment  occurred   by   comparing   the
property's  estimated fair value less cost to sell  to  its  then
current  carrying value.  If the carrying value was greater  than
the  realizable value, an impairment loss was recorded to  reduce
the  carrying value of the property to its realizable  value.   A
change  in these assumptions or analysis may have caused material
changes in the carrying value of the properties.

ITEM 6.MANAGEMENT'S DISCUSSION AND ANALYSIS.  (Continued)

       Effective  October  1, 2005, the Partnership  adopted  the
liquidation basis of accounting because, pending the approval  of
the   Limited  Partners,  the  General  Partners  anticipate  the
liquidation  of the Partnership during 2006.  In accordance  with
the liquidation basis of accounting, assets are recorded at their
estimated net realizable value (the amount of cash expected to be
received) and liabilities are recorded at the amount estimated to
be  paid  to creditors and Partners.  At December 31,  2005,  the
estimated  real  estate values were based upon a signed  purchase
agreement and a tenant purchase option contained in a lease.  Any
changes  in these estimates could cause material changes  in  the
net assets in liquidation.

        AEI  Fund Management, Inc. allocates expenses to each  of
the  funds  they manage primarily on the basis of the  number  of
hours  devoted  by their employees to each fund's affairs.   They
also  allocate  expenses at the end of each month  that  are  not
directly related to a fund's operations based upon the number  of
investors  in the fund and the fund's capitalization relative  to
other  funds  they  manage.   The  Partnership  reimburses  these
expenses  subject  to  detailed  limitations  contained  in   the
Partnership Agreement.

         Management   of  the  Partnership  has   discussed   the
development  and selection of the above accounting estimates  and
the management discussion and analysis disclosures regarding them
with the managing partner of the Partnership.

Results of Operations

        For the years ended December 31, 2005 and 2004, while  in
the  operating and liquidation phases, the Partnership recognized
rental   income   of   $240,926   and   $255,510,   respectively.
During  the  same  periods, the Partnership  recognized  interest
income of $13,536 and $22,440, respectively.

        For the years ended December 31, 2005 and 2004, while  in
the  operating  and liquidation phases, the Partnership  incurred
Partnership  administration expenses from affiliated  parties  of
$53,614 and $53,387, respectively.  These administration expenses
include  costs associated with the management of the  properties,
processing    distributions,    reporting    requirements     and
correspondence to the Limited Partners.  During the same periods,
the  Partnership incurred Partnership administration and property
management  expenses  from  unrelated  parties  of  $18,996   and
$10,567,  respectively.  These expenses represent direct payments
to third parties for legal and filing fees, direct administrative
costs,  outside audit costs, taxes, insurance and other  property
costs.

        At  December  31,  2005,  the Partnership  recognized  an
adjustment  of  estimated  value  of  $1,295,887  resulting  from
adopting the liquidation basis of accounting and recording  their
assets  at estimated net realizable value and liabilities at  the
amount estimated to be paid.

ITEM 6.MANAGEMENT'S DISCUSSION AND ANALYSIS.  (Continued)

        In  July  2003, the tenant of the Razzoo's restaurant  in
Austin,  Texas notified the Partnership that it was  experiencing
financial difficulty stemming from lower than expected sales  and
that  it  might not be able to pay future rents.  However,  rents
are  current.  In November 2004, the Partnership and  the  tenant
entered  into  an  agreement to amend the Lease  to  provide  the
tenant  with  options to purchase the property and terminate  the
Lease.   Under  the  purchase option, which expires  October  31,
2006, the tenant can elect to purchase the Partnership's interest
in  the property for $572,000.  Under the termination option, the
tenant can elect to terminate the Lease by providing no less than
six  months prior written notice and paying a termination payment
equal  to one year's rent.  The lease cannot be terminated  prior
to  October 31, 2006.  As part of this agreement, the Partnership
received  a  personal guarantee from the majority shareholder  of
the tenant for payment of the rent through October 31, 2006.   In
addition, the Partnership was reimbursed for certain expenses  it
incurred  related to legal action it pursued in  connection  with
this situation.

         On  December  27,  2002,  the  Partnership  received   a
Promissory  Note  for  $100,000 as part of  a  lease  termination
settlement  with  Huntington Restaurants Group, Inc.  (HRG),  the
tenant of the Denny's restaurant in Greenville, Texas.  The  Note
was  guaranteed  by  the  owners of HRG.   In  August  2004,  the
Partnership and HRG reached an agreement to extend the  due  date
of  the Note to February 1, 2005.  As part of the agreement,  HRG
paid  the  Partnership $25,000, which was applied  to  collection
costs and accrued interest with the balance of $4,782 applied  to
the  principal balance.  In addition, HRG signed a legal document
to  be  filed  with  a court that will make  it  easier  for  the
Partnership to seek collection of any amounts due in the event of
a  future  default.  On February 1, 2005, HRG  did  not  pay  the
outstanding  amounts  due  on the  Note.   Due  to  the  reported
financial condition of HRG and its owners, the Partnership agreed
to  accept  reduced payments to settle the Note obligations.   In
exchange for a $40,000 current payment, received March 17,  2005,
and  an  additional  $20,000  payment  due  in  six  months,  the
Partnership agreed to forgive the remaining obligations due under
the  Note.   As a result, the principal balance of the  Note  was
written down $35,218, at December 31, 2004, to its net realizable
value  of  $60,000.   On  September  27,  2005,  the  Partnership
received the final $20,000 payment.

        Inflation  has  had  a  minimal  effect  on  income  from
operations.   Leases  may contain rent increases,  based  on  the
increase  in  the  Consumer Price Index over a specified  period,
which  will result in an increase in rental income over the  term
of  the  leases.   In addition, leases may contain  rent  clauses
which  entitle  the  Partnership to receive  additional  rent  in
future  years  if gross receipts for the property exceed  certain
specified  amounts.  Increases in sales volumes of  the  tenants,
due to inflation and real sales growth, may result in an increase
in rental income over the term of the leases.  Inflation also may
cause the real estate to appreciate in value.  However, inflation
and  changing prices may have an adverse impact on the  operating
margins  of  the  properties' tenants, which could  impair  their
ability  to  pay rent and subsequently reduce the Net  Cash  Flow
available for distributions.

ITEM 6.MANAGEMENT'S DISCUSSION AND ANALYSIS.  (Continued)

Liquidity and Capital Resources

        In  the  second  quarter of 2006,  the  Managing  General
Partner  plans to solicit by mail a proxy statement  seeking  the
consent  of the Limited Partners, as required by Section  6.1  of
the  Partnership  Agreement, to initiate the  final  disposition,
liquidation   and  distribution  of  all  of  the   Partnership's
properties and assets within the next year.  If a majority of the
voting  Units  are voted in favor of the proposal,  the  Managing
General Partner will proceed with the planned liquidation of  the
Partnership.  If the Partnership sells its remaining property  in
2006,  the  Partnership  anticipates  liquidation  to  occur   by
December 31, 2006.

        During  the  period from October 1, 2005 to December  31,
2005,  while  in  the  liquidation phase, the  Partnership's  Net
Assets in Liquidation increased $1,304,628 mainly as a result  of
the  adjustment to increase Investments in Real Estate from their
historical bases to their estimated net realizable value.  During
the  period from January 1, 2005 to September 30, 2005, while  in
the  operating  phase, the Partnership's cash balances  increased
$197,378 as a result of cash generated from the sale of property,
which  was partially offset by distributions of net sale proceeds
paid  to the Partners.  During the year ended December 31,  2004,
the  Partnership's cash balances decreased $1,928,651 as a result
of distributions paid to the Partners in excess of cash generated
from  operating  and investing activities.   The  source  of  the
excess  distributions was proceeds from property sales  completed
in prior years.

        In  January  2004,  the Partnership  sold  its  remaining
89.1575%  interest  in the Johnny Carino's restaurant  in  Pharr,
Texas, in five separate transactions, to unrelated third parties.
The  Partnership received total net sale proceeds of  $2,274,068,
which  resulted in a net gain of $503,677.  The cost and  related
accumulated depreciation of the interests sold was $1,780,398 and
$10,007, respectively.

        On  September 26, 2005, the Partnership sold  the  Arby's
restaurant  in  Marshall, Michigan to an unrelated  third  party.
The  Partnership  received net sale proceeds of  $589,921,  which
resulted  in  a net gain of $309,534.  At the time of  sale,  the
cost  and  related  accumulated  depreciation  was  $586,425  and
$306,038, respectively.

        Subsequent to December 31, 2005, the Partnership  entered
into an agreement to sell the Children's World daycare center  in
Franconia,  Virginia to an unrelated third party.   The  sale  is
subject  to contingencies and may not be completed.  If the  sale
is  completed, the Partnership expects to receive net proceeds of
approximately  $1,825,000.  If this sale is  not  completed,  the
Partnership will seek another buyer for the property and may  not
be able to negotiate a similar purchase agreement.

       The Partnership's primary use of cash flow is distribution
payments  to  Partners.   The Partnership  declares  its  regular
quarterly distributions before the end of each quarter  and  pays
the distribution in the first week after the end of each quarter.
For  the  years ended December 31, 2005 and 2004, the Partnership
declared  distributions of $575,885 and $3,775,605, respectively,
which were distributed 99% to the Limited Partners and 1% to  the
General Partners.  The Limited Partners received distributions of
$570,126   and  $3,737,849  and  the  General  Partners  received
distributions   of   $5,759   and  $37,756   for   the   periods,
respectively.


ITEM 6.MANAGEMENT'S DISCUSSION AND ANALYSIS.  (Continued)

        In  March  and December 2004, the Partnership distributed
$3,030,303  and $505,051 of net sale proceeds to the Limited  and
General  Partners,  which represented  a  return  of  capital  of
$413.45  and  $68.91 per Limited Partnership Unit,  respectively.
In  September 2005, the Partnership distributed $404,040  of  net
sale   proceeds  to  the  Limited  and  General  Partners,  which
represented a return of capital of $55.13 per Limited Partnership
Unit.    These   special   distributions   resulted   in   higher
distributions  in  2004  and  a higher  distribution  payable  at
December 31, 2004.

       The continuing rent payments from the properties, together
with  cash  generated from property sales, should be adequate  to
fund   continuing   distributions  and  meet  other   Partnership
obligations.

ITEM 7.   FINANCIAL STATEMENTS.

       See accompanying Index to Financial Statements.





           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  INDEX TO FINANCIAL STATEMENTS






Report of Independent Registered Public Accounting Firm

Statement of Net Assets Available for Liquidation at December 31,
2005

Balance Sheet as of December 31, 2004

Statement of Liquidating Activities for the Period From
   October 1, 2005 to December 31, 2005

Statements for the Period From January 1, 2005 to September 30,
2005
   and for the Year Ended December 31, 2004:

     Income

     Cash Flows

     Changes in Partners' Capital

Notes to Financial Statements


     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Partners:
AEI Real Estate Fund XV Limited Partnership
St. Paul, Minnesota


      We  have audited the accompanying balance sheet of AEI Real
Estate   Fund   XV   Limited  Partnership  (a  Delaware   limited
partnership) as of December 31, 2004, and the related  statements
of  income, cash flows and changes in partners' capital  for  the
year  then  ended and the statements of income,  cash  flows  and
changes in partners' capital for the period from January 1,  2005
to September 30, 2005.  We also have audited the statement of net
assets  available  for liquidation of AEI  Real  Estate  Fund  XV
Limited  Partnership  as of December 31, 2005,  and  the  related
statement  of liquidating activities for the period from  October
1, 2005 to December 31, 2005.  These financial statements are the
responsibility    of   the   Partnership's    management.     Our
responsibility  is  to  express an  opinion  on  these  financial
statements based on our audits.

      We conducted our audits in accordance with the standards of
the  Public  Company Accounting Oversight Board (United  States).
Those  standards require that we plan and perform  the  audit  to
obtain   reasonable   assurance  about  whether   the   financial
statements are free of material misstatement.  An audit  includes
examining,  on a test basis, evidence supporting the amounts  and
disclosures in the financial statements.  An audit also  includes
assessing   the   accounting  principles  used  and   significant
estimates  made by management, as well as evaluating the  overall
financial  statement presentation.  We believe  that  our  audits
provide a reasonable basis for our opinion.

      As  described in the Notes to the financial statements, the
General  Partners of AEI Real Estate Fund XV Limited  Partnership
anticipate  the  liquidation  of  the  Partnership  during  2006.
Because  liquidation  is  imminent, the Partnership  changed  its
basis  of  accounting after September 30, 2005,  from  the  going
concern basis to the liquidation basis.

      In our opinion, the financial statements referred to in the
first  paragraph  present fairly, in all material  respects,  the
financial position of AEI Real Estate Fund XV Limited Partnership
as  of  December 31, 2004, and the results of its operations  and
its  cash  flows for the year then ended and for the period  from
January  1, 2005, to September 30, 2005, its net assets available
for  liquidation  as of December 31, 2005, and the  statement  of
liquidating  activities for the period from October  1,  2005  to
December  31,  2005,  in conformity with U.S. generally  accepted
accounting   principles  applied  on  the  bases  of   accounting
described in the preceding paragraph.



                         /s/Boulay, Heutmaker, Zibell & Co. P.L.L.P.
                                   Certified Public Accountants

Minneapolis, Minnesota
January 27, 2006

<PAGE>
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
        STATEMENT OF NET ASSETS AVAILABLE FOR LIQUIDATION
                        DECEMBER 31, 2005





ASSETS:
  Cash and Cash Equivalents                       $   631,772
  Investments in Real Estate                        2,397,000
                                                   -----------
          Total Assets                              3,028,772
                                                   -----------

LIABILITIES:
  Payable to AEI Fund Management, Inc.                  5,611
  Distributions Payable                                38,416
  Unearned Rent                                        11,529
                                                   -----------
          Total Liabilities                            55,556
                                                   -----------

      NET ASSETS (PARTNERS' CAPITAL) IN LIQUIDATION,
        including  7,256 Limited Partnership Units
        outstanding                               $ 2,973,216
                                                   ===========


 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</PAGE>
<PAGE>
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                          BALANCE SHEET
                        DECEMBER 31, 2004

                             ASSETS


CURRENT ASSETS:
  Cash and Cash Equivalents                         $  842,075
  Receivables                                           38,897
  Note Receivable                                       60,000
                                                     ----------
      Total Current Assets                             940,972
                                                     ----------
INVESTMENTS IN REAL ESTATE:
  Land                                                 585,947
  Buildings and Equipment                            1,677,236
  Accumulated Depreciation                            (842,862)
                                                     ----------
      Net Investments in Real Estate                 1,420,321
                                                     ----------
          Total Assets                              $2,361,293
                                                     ==========

                LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.              $    7,935
  Distributions Payable                                552,709
                                                     ----------
      Total Current Liabilities                        560,644
                                                     ----------
PARTNERS' CAPITAL:
  General Partners                                           0
  Limited Partners, $1,000 per Unit;
     7,500 Units authorized and issued;
     7,256 Units outstanding in 2004                 1,800,649
                                                     ----------
      Total Partners' Capital                        1,800,649
                                                     ----------
         Total Liabilities and Partners' Capital    $2,361,293
                                                     ==========


 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</PAGE>
<PAGE>
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
               STATEMENT OF LIQUIDATING ACTIVITIES
    FOR THE PERIOD FROM OCTOBER 1, 2005 TO DECEMBER 31, 2005




SOURCES OF ADDITIONAL CASH:
  Rent                                              $   52,609
  Interest Income                                        5,792
                                                     ----------
      Total Sources of Additional Cash                  58,401
                                                     ----------

USES OF ADDITIONAL CASH:
  Partnership Administration - Affiliates               10,138
  Partnership Administration and Property
     Management - Unrelated Parties                      7,427
  Distributions to Partners                            448,517
                                                     ----------
      Total Uses of Additional Cash                    466,082
                                                     ----------
DECREASE IN NET ASSETS IN LIQUIDATION
   BEFORE  ADJUSTMENTS                                (407,681)
                                                     ----------

ADJUSTMENTS OF ESTIMATED VALUES:
Increase in Net Realizable values of:
     Real Estate                                     1,295,887
     Payable to AEI Fund Management, Inc.                6,321
     Distributions Payable                             410,101
                                                     ----------
         Total Adjustment of Estimated Values        1,712,309
                                                     ----------

INCREASE IN NET ASSETS IN LIQUIDATION                1,304,628

BEGINNING NET ASSETS IN LIQUIDATION
   (PARTNERS' CAPITAL AT SEPTEMBER 30, 2005)         1,668,588
                                                     ----------
ENDING NET ASSETS IN LIQUIDATION                    $2,973,216
                                                     ==========

 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</PAGE>
<PAGE>
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                       STATEMENT OF INCOME
    FOR THE PERIOD FROM JANUARY 1, 2005 TO SEPTEMBER 30, 2005
            AND FOR THE YEAR ENDED DECEMBER 31, 2004


                                                   2005          2004

INTEREST INCOME                                 $    7,744  $   22,440

INCOME FROM DISCONTINUED OPERATIONS:
  Rental Income                                    188,317     255,510
  Partnership Administration - Affiliates          (43,476)    (53,387)
  Partnership Administration and Property
     Management - Unrelated Parties                (17,890)    (10,567)
  Depreciation                                     (38,821)    (52,512)
  Write Down of Note Receivable                          0     (35,218)
  Gain on Sale of Real Estate                      309,534     503,677
                                                 ----------  ----------
     Total Income from Discontinued Operations     397,664     607,503
                                                 ----------  ----------

NET INCOME                                      $  405,408  $  629,943
                                                 ==========  ==========

NET INCOME ALLOCATED:
  General Partners                              $    5,375  $   37,756
  Limited Partners                                 400,033     592,187
                                                 ----------  ----------
                                                $  405,408  $  629,943
                                                 ==========  ==========

INCOME PER LIMITED PARTNERSHIP UNIT:
  Continuing Operations                         $     1.06  $     3.06
  Discontinued Operations                            54.07       78.55
                                                 ----------  ----------
       Total                                    $    55.13  $    81.61
                                                 ==========  ==========

Weighted Average Units Outstanding                   7,256       7,256
                                                 ==========  ==========


 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</PAGE>
<PAGE>
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                     STATEMENT OF CASH FLOWS
    FOR THE PERIOD FROM JANUARY 1, 2005 TO SEPTEMBER 30, 2005
            AND FOR THE YEAR ENDED DECEMBER 31, 2004

                                                    2005        2004
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                     $  405,408   $  629,943

  Adjustments To Reconcile Net Income
 To Net Cash Provided By Operating Activities:
     Depreciation                                    38,821       52,512
     Write Down of Note Receivable                        0       35,218
     Gain on Sale of Real Estate                   (309,534)    (503,677)
     (Increase) Decrease in Receivables              38,897      (10,478)
     Decrease in Note Receivable                     60,000        4,782
     Increase (Decrease) in Payable to
         AEI Fund Management, Inc.                    3,997      (77,022)
     Increase in Unearned Rent                       11,529            0
                                                  ----------   ----------
       Total Adjustments                           (156,290)    (498,665)
                                                  ----------   ----------
       Net Cash Provided By
           Operating Activities                     249,118      131,278
                                                  ----------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from Sale of Real Estate                 589,921    2,274,068
                                                  ----------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Decrease in Distributions Payable                (104,192)    (558,392)
  Distributions to Partners                        (537,469)  (3,775,605)
                                                  ----------   ----------
       Net Cash Used For
           Financing Activities                    (641,661)  (4,333,997)
                                                  ----------   ----------
NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                             197,378   (1,928,651)

CASH AND CASH EQUIVALENTS, beginning of period      842,075    2,770,726
                                                  ----------   ----------
CASH AND CASH EQUIVALENTS, end of period         $1,039,453   $  842,075
                                                  ==========   ==========


 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</PAGE>
<PAGE>
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
            STATEMENT OF CHANGES IN PARTNERS' CAPITAL
    FOR THE PERIOD FROM JANUARY 1, 2005 TO SEPTEMBER 30, 2005
            AND FOR THE YEAR ENDED DECEMBER 31, 2004


                                                                  Limited
                                                                Partnership
                             General     Limited                   Units
                             Partners    Partners    Total      Outstanding


BALANCE, December 31, 2003  $      0  $ 4,946,311  $ 4,946,311    7,256.00

  Distributions              (37,756)  (3,737,849)  (3,775,605)

  Net Income                  37,756      592,187      629,943
                             --------  -----------  -----------  ----------
BALANCE, December 31, 2004  $      0  $ 1,800,649  $ 1,800,649    7,256.00

  Distributions               (5,375)    (532,094)    (537,469)

  Net Income                   5,375      400,033      405,408
                             --------  -----------  -----------  ----------
BALANCE, September 30, 2005 $      0  $ 1,668,588  $ 1,668,588    7,256.00
                             ========  ===========  ===========  ==========



 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</PAGE>
<PAGE>
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2005 AND 2004

(1)  Organization -

     AEI  Real  Estate Fund XV Limited Partnership  (Partnership)
     was  formed  to  acquire and lease commercial properties  to
     operating tenants.  The Partnership's operations are managed
     by  AEI  Fund  Management  86-A, Inc.  (AFM),  the  Managing
     General Partner.  Robert P. Johnson, the President and  sole
     director  of AFM, serves as the Individual General  Partner.
     AFM  is a wholly owned subsidiary of AEI Capital Corporation
     of  which Mr. Johnson is the majority shareholder.  AEI Fund
     Management,  Inc. (AEI), an affiliate of AFM,  performs  the
     administrative and operating functions for the Partnership.

     The   terms  of  the  Partnership  offering  called  for   a
     subscription  price of $1,000 per limited partnership  unit,
     payable   on  acceptance  of  the  offer.   The  Partnership
     commenced  operations  on  October  3,  1986  when   minimum
     subscriptions    of   1,300   Limited   Partnership    Units
     ($1,300,000)  were  accepted.  On  December  30,  1986,  the
     offering  terminated when the maximum subscription limit  of
     7,500  Limited  Partnership Units was  reached.   Under  the
     terms  of  the  Limited Partnership Agreement,  the  Limited
     Partners   and   General  Partners  contributed   funds   of
     $7,500,000 and $1,000, respectively.

     During operations, any Net Cash Flow, as defined, which  the
     General Partners determine to distribute will be distributed
     90% to the Limited Partners and 10% to the General Partners;
     provided,  however, that such distributions to  the  General
     Partners will be subordinated to the Limited Partners  first
     receiving an annual, noncumulative distribution of Net  Cash
     Flow equal to 10% of their Adjusted Capital Contribution, as
     defined,  and, provided further, that in no event  will  the
     General Partners receive less than 1% of such Net Cash  Flow
     per  annum.  Distributions to the Limited Partners  will  be
     made pro rata by Units.

     Any  Net  Proceeds  of Sale, as defined, from  the  sale  or
     financing of properties which the General Partners determine
     to distribute will, after provisions for debts and reserves,
     be  paid  in  the following manner:  (i) first, 99%  to  the
     Limited  Partners and 1% to the General Partners  until  the
     Limited  Partners  receive an amount  equal  to:  (a)  their
     Adjusted Capital Contribution plus (b) an amount equal to 6%
     of their Adjusted Capital Contribution per annum, cumulative
     but not compounded, to the extent not previously distributed
     from  Net  Cash Flow; (ii) next, 99% to the Limited Partners
     and  1%  to the General Partners until the Limited  Partners
     receive  an  amount equal to 14% of their  Adjusted  Capital
     Contribution  per annum, cumulative but not  compounded,  to
     the  extent not previously distributed; (iii) next,  to  the
     General  Partners  until  cumulative  distributions  to  the
     General  Partners under Items (ii) and (iii)  equal  15%  of
     cumulative  distributions to all Partners under  Items  (ii)
     and (iii).  Any remaining balance will be distributed 85% to
     the  Limited  Partners  and  15% to  the  General  Partners.
     Distributions to the Limited Partners will be made pro  rata
     by Units.


           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2005 AND 2004

(1)  Organization - (Continued)

     For  tax  purposes,  profits  from  operations,  other  than
     profits  attributable  to  the  sale,  exchange,  financing,
     refinancing  or  other  disposition  of  property,  will  be
     allocated  first  in the same ratio in  which,  and  to  the
     extent,  Net  Cash Flow is distributed to the  Partners  for
     such year.  Any additional profits will be allocated 90%  to
     the  Limited  Partners and 10% to the General Partners.   In
     the  event  no Net Cash Flow is distributed to  the  Limited
     Partners,  90%  of each item of income, gain or  credit  for
     each  respective  year  shall be allocated  to  the  Limited
     Partners,  and 10% of each such item shall be  allocated  to
     the  General Partners.  Net losses from operations  will  be
     allocated 98% to the Limited Partners and 2% to the  General
     Partners.

     For  tax purposes, profits arising from the sale, financing,
     or  other  disposition  of property  will  be  allocated  in
     accordance  with the Partnership Agreement as  follows:  (i)
     first,  to  those  Partners with deficit balances  in  their
     capital  accounts  in an amount equal to  the  sum  of  such
     deficit  balances; (ii) second, 100% to the Limited Partners
     until the aggregate balance in the Limited Partners' capital
     accounts  equals  the sum of the Limited Partners'  Adjusted
     Capital  Contributions plus an amount equal to 14% of  their
     Adjusted Capital Contributions per annum, cumulative but not
     compounded,  to  the extent not previously allocated;  (iii)
     third,  to the General Partners until cumulative allocations
     to the General Partners equal 15% of cumulative allocations.
     Any  remaining balance will be allocated 85% to the  Limited
     Partners  and 15% to the General Partners.  Losses  will  be
     allocated 98% to the Limited Partners and 2% to the  General
     Partners.

     The  General Partners are not required to currently  fund  a
     deficit   capital   balance.   Upon   liquidation   of   the
     Partnership or withdrawal by a General Partner, the  General
     Partners will contribute to the Partnership an amount  equal
     to  the  lesser  of  the deficit balances in  their  capital
     accounts  or  1%  of  total Limited  Partners'  and  General
     Partners' capital contributions.

     In  the second quarter of 2006, the Managing General Partner
     plans  to  solicit  by  mail a proxy statement  seeking  the
     consent of the Limited Partners, as required by Section  6.1
     of   the  Partnership  Agreement,  to  initiate  the   final
     disposition,  liquidation and distribution  of  all  of  the
     Partnership's  properties and assets within the  next  year.
     If  a majority of the voting Units are voted in favor of the
     proposal, the Managing General Partner will proceed with the
     planned  liquidation of the Partnership.  If the Partnership
     sells  its  remaining  property  in  2006,  the  Partnership
     anticipates liquidation to occur by December 31, 2006.

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2005 AND 2004

(2)  Summary of Significant Accounting Policies -

     Financial Statement Presentation

       Because   liquidation  is  anticipated,  the   Partnership
       changed its basis of accounting after September 30,  2005,
       from  the  going  concern basis to the liquidation  basis.
       Effective  October 1, 2005, the Partnership  measures  its
       assets and liabilities at the amounts of cash expected  in
       liquidation  and  reports changes in estimates  when  they
       are   known.    The   accounts  of  the  Partnership   are
       maintained  on  the accrual basis of accounting  for  both
       federal   income  tax  purposes  and  financial  reporting
       purposes.

     Accounting Estimates

       Management  uses  estimates and assumptions  in  preparing
       these  financial statements in accordance  with  generally
       accepted  accounting  principles.   Those  estimates   and
       assumptions may affect the reported amounts of assets  and
       liabilities,  the  disclosure  of  contingent  assets  and
       liabilities,  and  the  reported revenues,  expenses,  and
       sources  and  uses  of  additional cash.   Actual  results
       could differ from those estimates.

       The  Partnership regularly assesses whether market  events
       and conditions indicate that it is reasonably possible  to
       recover  the carrying amounts of its investments  in  real
       estate  from  future operations and sales.   A  change  in
       those  market events and conditions could have a  material
       effect on the carrying amount of its real estate.

     Cash Concentrations of Credit Risk

       The  Partnership's  cash  is deposited  primarily  in  one
       financial institution and at times during the year it  may
       exceed FDIC insurance limits.

     Statement of Cash Flows

       For  purposes  of  reporting cash  flows,  cash  and  cash
       equivalents  may include cash in checking,  cash  invested
       in   money   market  accounts,  certificates  of  deposit,
       federal  agency notes and commercial paper with a term  of
       three months or less.

     Receivables

       Credit  terms are extended to tenants in the normal course
       of  business.   The  Partnership performs  ongoing  credit
       evaluations  of  its customers' financial  condition  and,
       generally, requires no collateral.

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2005 AND 2004

(2)  Summary of Significant Accounting Policies - (Continued)

       Receivables   are   recorded  at   their   estimated   net
       realizable  value.  The Partnership follows  a  policy  of
       providing  an  allowance for doubtful  accounts;  however,
       based on historical experience, and its evaluation of  the
       current status of receivables, the Partnership is  of  the
       belief  that  such  accounts will be  collectible  in  all
       material  respects and thus an allowance is not necessary.
       Accounts  are considered past due if payment is  not  made
       on  a  timely  basis in accordance with the  Partnership's
       credit  terms.   Receivables considered uncollectible  are
       written off.

     Notes Receivable

       The  Partnership  records its notes  receivable  at  their
       estimated net realizable value.  The Partnership  provides
       an  allowance for estimated uncollectible loans  based  on
       its   evaluation  of  the  current  status  of  its  notes
       receivable.   Notes  receivable  considered  uncollectible
       are  charged against the allowance.  The Partnership stops
       accruing   interest   in  its  financial   statements   on
       delinquent  notes receivable until such time  as  payments
       resume.

     Income Taxes

       The  income or loss of the Partnership for federal  income
       tax  reporting  purposes is includable in the  income  tax
       returns  of the partners.  In general, no recognition  has
       been  given to income taxes in the accompanying  financial
       statements.

       The   tax   return   and  the  amount   of   distributable
       partnership  income or loss are subject to examination  by
       federal   and  state  taxing  authorities.   If  such   an
       examination    results   in   changes   to   distributable
       Partnership  income  or loss, the taxable  income  of  the
       partners would be adjusted accordingly.

     Real Estate

       The  Partnership's real estate is leased under triple  net
       leases   classified  as  operating  leases.   The   leases
       provide  for  base  annual  rental  payments  payable   in
       monthly  installments.  The Partnership recognizes  rental
       revenue  according to the terms of the individual  leases.
       For  leases  which  contain stated rental  increases,  the
       increases  are  recognized in the year in which  they  are
       effective.   Contingent  rental  payments  are  recognized
       when  the  contingencies on which the payments  are  based
       are  satisfied  and the rental payments become  due  under
       the terms of the leases.

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2005 AND 2004

(2)  Summary of Significant Accounting Policies - (Continued)

       Real  estate is recorded at the lower of cost or estimated
       net   realizable  value  at  December  31,  2004  and   at
       estimated  net  realizable value  at  December  31,  2005.
       Through  September 30, 2005, the Partnership compared  the
       carrying   amount  of  its  properties  to  the  estimated
       probability-weighted future cash flows expected to  result
       from  the property and its eventual disposition.   If  the
       sum  of  the expected future cash flows is less  than  the
       carrying   amount   of  the  property,   the   Partnership
       recognizes an impairment loss by the amount by  which  the
       carrying amount of the property exceeds the fair value  of
       the property.

       The  Partnership  has capitalized as Investments  in  Real
       Estate   certain   costs  incurred  in  the   review   and
       acquisition  of the properties.  The costs were  allocated
       to the land, buildings, and equipment.

       Through  September 30, 2005, the buildings  and  equipment
       of  the  Partnership were depreciated using  the  straight
       line  method  for  financial reporting purposes  based  on
       estimated   useful  lives  of  30  years  and  10   years,
       respectively.

       In  accordance  with  Statement  of  Financial  Accounting
       Standards  No.  144,  Accounting  for  the  Impairment  or
       Disposal  of Long-Lived Assets, upon complete disposal  of
       a  property or classification of a property as Real Estate
       Held  for  Sale,  the Partnership includes  the  operating
       results   and   sale  of  the  property  in   discontinued
       operations.   In  addition,  the Partnership  reclassifies
       the  prior periods operating results and any partial sales
       of the property to discontinued operations.

       The  Partnership accounts for properties owned as tenants-
       in-common  with  affiliated Partnerships and/or  unrelated
       third   parties   using  the  proportionate  consolidation
       method.   Each tenant-in-common owns a separate, undivided
       interest  in  the  properties.  Any tenant-in-common  that
       holds  more than a 50% interest does not control decisions
       over  the other tenant-in-common interests.  The financial
       statements  reflect  only  this  Partnership's  percentage
       share  of  the  properties' land, building and  equipment,
       liabilities, revenues and expenses.

       The  Partnership's properties are subject to environmental
       laws  and  regulations  adopted  by  various  governmental
       entities  in the jurisdiction in which the properties  are
       located.   These  laws could require  the  Partnership  to
       investigate  and remediate the effects of the  release  or
       disposal  of  hazardous materials at  these  locations  if
       found.  For each property, an environmental assessment  is
       completed  prior to acquisition.  In addition,  the  lease
       agreements  typically  strictly prohibit  the  production,
       handling, or storage of hazardous materials (except  where
       incidental  to  the  tenant's  business  such  as  use  of
       cleaning  supplies)  in violation  of  applicable  law  to
       restrict  environmental and other  damage.   Environmental
       liabilities  are  recorded  when  it  is  determined   the
       liability  is  probable and the costs  can  reasonably  be
       estimated.   There were no environmental issues  noted  or
       liabilities recorded at December 31, 2005 and 2004.


           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2005 AND 2004

(2)  Summary of Significant Accounting Policies - (Continued)

     Reclassification

       Certain  items  in  the prior year's financial  statements
       have  been  reclassified to conform to 2005  presentation.
       These   reclassifications  had  no  effect  on   Partners'
       capital, net income or cash flows.

     Newly Issued Pronouncements

       The    Partnership   has   considered    the    accounting
       pronouncements  issued  after  December   2004   and   has
       determined that none of these pronouncements will  have  a
       material impact on its financial statements.

(3)  Related Party Transactions -

     The   Partnership  owns  a  22%  interest  in   a   Razzoo's
     restaurant.   The remaining interests in this  property  are
     owned by AEI Real Estate Fund XVII Limited Partnership,  AEI
     Net  Lease Income & Growth Fund XIX Limited Partnership  and
     AEI   Income   &   Growth  Fund  XXII  Limited  Partnership,
     affiliates of the Partnership.

     AEI   and  AFM  received  the  following  compensation   and
     reimbursements for costs and expenses from the Partnership:

                                    Total Incurred by the Partnership
                                     for the Years Ended December 3l

                                                  2005       2004
a.AEI and AFM are reimbursed for all costs
  incurred in connection with managing the
  Partnership's operations, maintaining the
  Partnership's books and communicating
  the results of operations to the Limited
  Partners.                                    $  53,614   $  53,387
                                                ========    ========
b.AEI and AFM are reimbursed for all direct
  expenses they have paid on the Partnership's
  behalf to third parties relating to Partnership
  administration and property management.
  These expenses included printing costs, legal
  and filing fees, direct administrative costs,
  outside audit costs, taxes, insurance and
  other property costs.                        $  18,996   $  10,567
                                                ========    ========


           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2005 AND 2004

(3)  Related Party Transactions - (Continued)

                                    Total Incurred by the Partnership
                                     for the Years Ended December 3l

                                                  2005        2004
c.AEI is reimbursed for all costs incurred in
  connection with the sale of property.        $  21,351   $  53,334
                                                ========    ========

     The  payable  to  AEI Fund Management, Inc.  represents  the
     balance due for the services described in 3a, b and c.  This
     balance is non-interest bearing and unsecured and is  to  be
     paid in the normal course of business.

(4)  Investments in Real Estate -

     The  Partnership  leases its properties to  various  tenants
     through triple net leases, which are classified as operating
     leases.  Under a triple net lease, the tenant is responsible
     for  all  real estate taxes, insurance, maintenance, repairs
     and  operating expenses of the property.  The Lease for  the
     Razzoo's  restaurant  has a primary term  of  15  years  and
     provides  the  tenant  with  two five-year  renewal  options
     subject  to  the  same terms and conditions as  the  primary
     term.  The Children's World daycare center has a Lease  that
     was extended during 2004 to expire on January 31, 2013.  The
     Leases contain rent clauses which entitle the Partnership to
     receive additional rent in future years based on stated rent
     increases  or  if  gross receipts for  the  property  exceed
     certain specified amounts, among other conditions.

     The  Partnership's properties are commercial,  single-tenant
     properties.   The  Children's  World  daycare   center   was
     constructed and acquired in 1987.  The land for the Razzoo's
     restaurant  was  acquired in 2000 and  construction  of  the
     restaurant was completed in 2001.  There have been no  costs
     capitalized as improvements subsequent to the acquisitions.

     Effective  with  the  decision to  liquidate,  the  carrying
     amounts  of assets and liabilities were adjusted from  their
     historical bases to the amounts of cash expected from  their
     realization  and settlement.  Because of the expected  short
     liquidation period, the effects of discounting would not  be
     significant  and have been ignored.  At December  31,  2005,
     the  estimated real estate values were based upon  a  signed
     purchase agreement and a tenant purchase option contained in
     a  lease.   The  adjustment increased  Investments  in  Real
     Estate  by  $1,295,887.  It is at least reasonably  possible
     that  the amounts expected to be realized in the liquidation
     process will change in the near term.

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2005 AND 2004

(4)  Investments in Real Estate - (Continued)

     The historical cost and related accumulated depreciation and
     estimated  net  realizable  values  of  the  properties   at
     December 31, 2005 are as follows:

                          Historical Cost Basis        Liquidation Basis
                           Buildings and           Accumulated  Net Realizable
Property             Land    Equipment     Total   Depreciation      Value

Children's World,
 Franconia, VA    $ 165,952  $  796,117  $  962,069  $ 514,390   $1,825,000
Razzoo's,
 Austin, TX         299,496     415,193     714,689     61,255      572,000
                   ---------  ----------  ----------  ---------   ----------
                  $ 465,448  $1,211,310  $1,676,758  $ 575,645   $2,397,000
                   =========  ==========  ==========  =========   ==========

     For  properties owned as of December 31, 2005,  the  minimum
     future rent payments required by the leases are as follows:

                       2006           $  212,700
                       2007              215,529
                       2008              218,396
                       2009              221,302
                       2010              224,248
                       Thereafter        745,475
                                       ----------
                                      $1,837,650
                                       ==========

     In  2005  and  2004,  the Partnership recognized  contingent
     rents of $-0- and $7,624, respectively.

(5)  Note Receivable -

     On  December 27, 2002, the Partnership received a Promissory
     Note  for $100,000 as part of a lease termination settlement
     with Huntington Restaurants Group, Inc. (HRG), the tenant of
     the  Denny's restaurant in Greenville, Texas.  The Note  was
     guaranteed by the owners of HRG.  The Note bore interest  at
     an  8.0% rate.  The principal and interest were due June 27,
     2004.

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2005 AND 2004

(5)  Note Receivable - (Continued)

     HRG  did  not pay the outstanding principal and interest  on
     the  due  date.   The  Partnership commenced  legal  actions
     against  HRG to collect the outstanding amounts.  In  August
     2004, the Partnership and HRG reached an agreement to extend
     the  due  date of the Note to February 1, 2005.  As part  of
     the  agreement, HRG paid the Partnership $25,000, which  was
     applied  to collection costs and accrued interest  with  the
     balance  of  $4,782  applied to the principal  balance.   In
     addition,  HRG signed a legal document to be  filed  with  a
     court  that will make it easier for the Partnership to  seek
     collection  of  any  amounts due in the event  of  a  future
     default.

     On February 1, 2005, HRG did not pay the outstanding amounts
     due on the Note.  Due to the reported financial condition of
     HRG and its owners, the Partnership agreed to accept reduced
     payments to settle the Note obligations.  In exchange for  a
     $40,000  current payment, received March 17,  2005,  and  an
     additional   $20,000  payment  due  in   six   months,   the
     Partnership agreed to forgive the remaining obligations  due
     under  the Note.  As a result, the principal balance of  the
     Note was written down $35,218, at December 31, 2004, to  its
     net realizable value of $60,000.  On September 27, 2005, the
     Partnership received the final $20,000 payment.

(6)  Major Tenants -

     The following schedule presents rent revenue from individual
     tenants,   or  affiliated  groups  of  tenants,   who   each
     contributed more than ten percent of the Partnership's total
     rent revenue for the years ended December 31:

          Tenants               Industry           2005       2004

     KinderCare Learning
        Centers, Inc.         Child Care      $ 138,177   $ 138,308
     Razzoo's, LP             Restaurant         71,733      71,023
     RTM Mid America, Inc.    Restaurant         31,016      40,624
                                               ---------   ---------
     Aggregate rent revenue of major tenants  $ 240,926$    249,955
                                               =========   =========
     Aggregate rent revenue of major tenants as
     a percentage of total rent revenue            100%          98%
                                               =========   =========


           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2005 AND 2004

(7)  Discontinued Operations -

     In  July  2003,  the  tenant of the Razzoo's  restaurant  in
     Austin,   Texas  notified  the  Partnership  that   it   was
     experiencing financial difficulty stemming from  lower  than
     expected  sales and that it might not be able to pay  future
     rents.   However, rents are current.  In November 2004,  the
     Partnership  and  the tenant entered into  an  agreement  to
     amend  the  Lease  to  provide the tenant  with  options  to
     purchase  the property and terminate the Lease.   Under  the
     purchase option, which expires October 31, 2006, the  tenant
     can  elect  to  purchase the Partnership's interest  in  the
     property  for $572,000.  Under the termination  option,  the
     tenant can elect to terminate the Lease by providing no less
     than   six   months  prior  written  notice  and  paying   a
     termination  payment equal to one year's  rent.   The  lease
     cannot be terminated prior to October 31, 2006.  As part  of
     this   agreement,  the  Partnership  received   a   personal
     guarantee  from the majority shareholder of the  tenant  for
     payment  of the rent through October 31, 2006.  In addition,
     the  Partnership  was  reimbursed for  certain  expenses  it
     incurred  related to legal action it pursued  in  connection
     with this situation.

     In January 2004, the Partnership sold its remaining 89.1575%
     interest in the Johnny Carino's restaurant in Pharr,  Texas,
     in  five  separate transactions, to unrelated third parties.
     The   Partnership  received  total  net  sale  proceeds   of
     $2,274,068,  which resulted in a net gain of $503,677.   The
     cost  and  related accumulated depreciation of the interests
     sold was $1,780,398 and $10,007, respectively.

     On  September  26,  2005, the Partnership  sold  the  Arby's
     restaurant  in  Marshall, Michigan  to  an  unrelated  third
     party.   The  Partnership  received  net  sale  proceeds  of
     $589,921, which resulted in a net gain of $309,534.  At  the
     time  of sale, the cost and related accumulated depreciation
     was $586,425 and $306,038, respectively.

     Subsequent  to  December 31, 2005, the  Partnership  entered
     into  an  agreement  to  sell the Children's  World  daycare
     center  in Franconia, Virginia to an unrelated third  party.
     The  sale  is  subject  to  contingencies  and  may  not  be
     completed.   If  the  sale  is  completed,  the  Partnership
     expects to receive net proceeds of approximately $1,825,000.
     If  this  sale is not completed, the Partnership  will  seek
     another  buyer  for  the property and may  not  be  able  to
     negotiate a similar purchase agreement.

     In  March  and  December  2004, the Partnership  distributed
     $3,030,303 and $505,051 of net sale proceeds to the  Limited
     and  General Partners, which represented a return of capital
     of   $413.45  and  $68.91  per  Limited  Partnership   Unit,
     respectively.    In   September   2005,   the    Partnership
     distributed $404,040 of net sale proceeds to the Limited and
     General  Partners, which represented a return of capital  of
     $55.13 per Limited Partnership Unit.

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2005 AND 2004

(8)  Partners' Capital -

     Cash  distributions of $5,759 and $37,756 were made  to  the
     General  Partners and $570,126 and $3,737,849 were  made  to
     the  Limited Partners for the years ended December 31,  2005
     and 2004, respectively.  The Limited Partners' distributions
     represent  $78.57  and $515.14 per Limited Partnership  Unit
     outstanding using 7,256 weighted average Units in  2005  and
     2004.   The  distributions represent $61.58 and  $81.61  per
     Unit of Net Income and $16.99 and $433.53 per Unit of return
     of capital in 2005 and 2004, respectively.

     As  part  of  the  Limited  Partner distributions  discussed
     above,  the  Partnership distributed $400,000 and $3,500,000
     of   proceeds  from  property  sales  in  2005   and   2004,
     respectively.    The  distributions  reduced   the   Limited
     Partners' Adjusted Capital Contributions.

     After  the  effect of redemptions and the return of  capital
     from   the   sale   of   property,  the   Adjusted   Capital
     Contribution,  as defined in the Partnership  Agreement,  is
     $264.90 per original $1,000 invested.

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2005 AND 2004

(9)  Income Taxes -

     With  the  change in the Partnership's basis  of  accounting
     from  the  going  concern  basis to the  liquidation  basis,
     effective October 1, 2005, the Partnership no longer reports
     Net   Income   after  this  date.   The   following   is   a
     reconciliation   of  net  income  for  financial   reporting
     purposes  to income reported for federal income tax purposes
     for the years ended December 31:
                                                 2005       2004
     Net Income for Financial Reporting
      Purposes - Going Concern Basis          $ 405,408  $ 629,943

     Decrease in Net Assets in Liquidation
      Before Adjustment                        (407,681)         0

     Liquidation Basis of Accounting Not
      Recognized for Tax Reporting Purposes     454,838          0

     Depreciation for Tax Purposes (Over) Under
      Depreciation for Financial Reporting
      Purposes                                   (3,983)     5,726

     Income Accrued for Tax Purposes Over
      Income for Financial Reporting Purposes    11,529          0

     Property Expenses for Tax Purposes Over
      (Under) Expenses for Financial Reporting
      Purposes                                  (38,392)    38,392

     Gain on Sale of Real Estate for Tax
      Purposes Under Gain for Financial
      Reporting Purposes                        (38,077)   (10,007)
                                               ---------  ---------
           Taxable Income to Partners         $ 383,642  $ 664,054
                                               =========  =========

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                   DECEMBER 31, 2005 AND 2004

(9)  Income Taxes - (Continued)

     The   following  is  a  reconciliation  of  Net  Assets   in
     Liquidation for financial reporting purposes at December 31,
     2005  and Partners' Capital for financial reporting purposes
     at  December  31,  2004  to Partners' capital  reported  for
     federal income tax purposes at December 31:

                                                   2005         2004
     Net Assets in Liquidation / Partners'
      Capital for Financial Reporting Purposes  $2,973,216   $1,800,649

     Liquidation Basis of Accounting Not
      Recognized for Tax Reporting Purposes     (1,295,887)           0

     Adjusted Tax Basis of Investments in Real Estate
      Over Net Investments in Real Estate
      for Financial Reporting Purposes              24,908       66,968

     Income Accrued for Tax Purposes Over
       Income  for  Financial  Reporting  Purposes  11,529            0

     Property Expenses for Tax Purposes Under
      Expenses for Financial Reporting Purposes          0       38,392

     Syndication Costs Treated as Reduction
      of Capital for Financial Reporting
      Purposes                                   1,054,819    1,054,819
                                                 ----------   ----------
        Partners' Capital for Tax
         Reporting Purposes                     $2,768,585   $2,960,828
                                                 ==========   ==========

(10) Fair Value of Financial Instruments -

     The estimated fair values of the financial instruments, none
     of  which  are held for trading purposes, are as follows  at
     December 31:

                                      2005                  2004
                             Carrying      Fair    Carrying      Fair
                              Amount      Value     Amount       Value

     Money Market Funds     $ 631,772   $ 631,772  $ 842,075   $ 842,075
                             --------    --------   --------    --------
        Total Cash and
           Cash Equivalents $ 631,772   $ 631,772  $ 842,075   $ 842,075
                             ========    ========   ========    ========

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
       ACCOUNTING AND FINANCIAL DISCLOSURE.

       None.

ITEM 8A.  CONTROLS AND PROCEDURES.

       (a) Evaluation of disclosure controls and procedures

        Under  the  supervision  and with  the  participation  of
management, including its President and Chief Financial  Officer,
the  Managing  General Partner of the Partnership  evaluated  the
effectiveness  of  the  design and operation  of  its  disclosure
controls  and procedures (as defined in Rule 13a-14(c) under  the
Exchange  Act).   Based upon that evaluation, the  President  and
Chief Financial Officer of the Managing General Partner concluded
that,  as  of  the end of the period covered by this report,  the
disclosure  controls  and  procedures  of  the  Partnership   are
adequately  designed to ensure that information  required  to  be
disclosed  by  us  in  the reports we file or  submit  under  the
Exchange  Act  is recorded, processed, summarized  and  reported,
within the time periods specified in applicable rules and forms.

       (b)  Changes in internal controls

         There   were   no  significant  changes  made   in   the
Partnership's  internal controls during the  most  recent  period
covered  by  this  report that have materially affected,  or  are
reasonably   likely  to  materially  affect,  the   Partnership's
internal control over financial reporting.

ITEM 8B.  OTHER INFORMATION.

       None.


                            PART III

ITEM 9.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
       PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
       ACT.

        The  registrant  is  a  limited partnership  and  has  no
officers,  directors, or direct employees.  The General  Partners
manage  and  control the Partnership's affairs and  have  general
responsibility  and  the  ultimate  authority  in   all   matters
affecting  the Partnership's business.  The General Partners  are
AEI  Fund  Management  86-A,  Inc. (AFM),  the  Managing  General
Partner,   and  Robert  P.  Johnson,  Chief  Executive   Officer,
President  and  sole  director  of AFM,  the  Individual  General
Partner.   AFM  is  a  wholly  owned subsidiary  of  AEI  Capital
Corporation  of  which  Mr. Johnson is the majority  shareholder.
AFM  has only one senior financial executive, its Chief Financial
Officer.   The  Chief Financial Officer reports directly  to  Mr.
Johnson  and  is  accountable for his  actions  to  Mr.  Johnson.
Although Mr. Johnson and AFM require that all of their personnel,
including  the  Chief  Financial Officer, engage  in  honest  and
ethical  conduct,  ensure  full,  fair,  accurate,  timely,   and
understandable    disclosure,   comply   with   all    applicable
governmental  laws,  rules and regulations,  and  report  to  Mr.
Johnson   any  deviation  from  these  principles,  because   the
organization  is  composed of only approximately 35  individuals,
because  the  management of a partnership by an entity  that  has
different  interests in distributions and income  than  investors
involves numerous conflicts of interest that must be resolved  on
a  daily  basis, and because the ultimate decision maker  in  all
instances  is Mr. Johnson, AFM has not adopted a formal  code  of
conduct.   Instead,  the materials pursuant  to  which  investors
purchase Units disclose these conflicts of interest in detail and
Mr.  Johnson,  as  the  CEO and sole director  of  AFM,  resolves
conflicts  to  the  best  of  his ability,  consistent  with  his
fiduciary obligations to AFM and the fiduciary obligations of AFM
to  the  Partnership.  The director and officers of  AFM  are  as
follows:

        Robert  P.  Johnson, age 61, is Chief Executive  Officer,
President  and  sole director and has held these positions  since
the  formation of AFM in December 1985, and has been  elected  to
continue  in these positions until December 2006.  From  1970  to
the  present, he has been employed exclusively in the  investment
industry,  specializing in limited partnership  investments.   In
that capacity, he has been involved in the development, analysis,
marketing   and  management  of  public  and  private  investment
programs investing in net lease properties as well as public  and
private  investment  programs investing  in  energy  development.
Since 1971, Mr. Johnson has been the president, a director and  a
registered principal of AEI Securities, Inc., which is registered
with  the SEC as a securities broker-dealer, is a member  of  the
National Association of Securities Dealers, Inc. (NASD) and is  a
member  of the Security Investors Protection Corporation  (SIPC).
Mr.  Johnson  has  been president, a director and  the  principal
shareholder   of  AEI  Fund  Management,  Inc.,  a  real   estate
management  company founded by him, since 1978.  Mr.  Johnson  is
currently  a general partner or principal of the general  partner
in  eleven  limited partnerships and a managing  member  in  four
LLCs.

        Patrick  W.  Keene,  age 46, is Chief Financial  Officer,
Treasurer  and  Secretary  and has  held  these  positions  since
January  22,  2003  and  has been elected to  continue  in  these
positions  until December 2006.  Mr. Keene has been  employed  by
AEI  Fund  Management, Inc. and affiliated entities  since  1986.
Prior  to being elected to the positions above, he was Controller
of  the various entities.  From 1982 to 1986, Mr. Keene was  with
KPMG  Peat  Marwick  Certified Public Accountants,  first  as  an
auditor and later as a tax manager.  Mr. Keene is responsible for
all accounting functions of AFM and the registrant.


ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
       PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

       Since Mr. Johnson serves as the Individual General Partner
of  the Partnership, as well as the sole director of AFM, all  of
the  duties  that  might be assigned to an  audit  committee  are
assigned  to Mr. Johnson.  Mr. Johnson is not an audit  committee
financial expert, as defined.  As an officer and majority  owner,
through  a parent company, of AFM, and as the Individual  General
Partner, Mr. Johnson is not a "disinterested director" and may be
subject to a number of conflicts of interests in his capacity  as
sole director of AFM.

        Before the independent auditors are engaged, Mr. Johnson,
as the sole director of AFM, approves all audit-related fees, and
all permissible nonaudit fees, for services of our auditors.

Section 16(a) Beneficial Ownership Reporting Compliance

        Under federal securities laws, the directors and officers
of  the  General  Partner of the Partnership, and any  beneficial
owner  of  more than 10% of a class of equity securities  of  the
Partnership,  are  required  to report  their  ownership  of  the
Partnership's equity securities and any changes in such ownership
to  the  Securities  and Exchange Commission (the  "Commission").
Specific due dates for these reports have been established by the
Commission, and the Partnership is required to disclose  in  this
Annual  Report on 10-KSB  any delinquent filing of  such  reports
and any failure to file such reports during the fiscal year ended
December  31, 2005.  Based upon information provided by  officers
and directors of the General Partner, all officers, directors and
10% owners filed all reports on a timely basis in the 2005 fiscal
year.

ITEM 10.  EXECUTIVE COMPENSATION.

        The General Partner and affiliates are reimbursed at cost
for  all  services performed on behalf of the registrant and  for
all  third party expenses paid on behalf of the registrant.   The
cost for services performed on behalf of the registrant is actual
time  spent  performing such services plus  an  overhead  burden.
These  services include organizing the registrant  and  arranging
for  the  offer  and  sale  of Units,  reviewing  properties  for
acquisition and rendering administrative, property management and
property  sales services.  The amount and nature of such payments
are detailed in Item 12 of this annual report on Form 10-KSB.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
       MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

        The following table sets forth information pertaining  to
the   ownership  of  the  Units  by  each  person  known  by  the
Partnership to beneficially own 5% or more of the Units, by  each
General  Partner, and by each officer or director of the Managing
General Partner as of February 28, 2006:

     Name and Address                   Number of     Percent
   of Beneficial Owner                  Units Held    of Class

   AEI Fund Management 86-A, Inc.           3            *
   1300 Wells Fargo Place
   30 East 7th Street, St. Paul, Minnesota 55101

   Robert P. Johnson                        0            0%
   1300 Wells Fargo Place
   30 East 7th Street, St. Paul, Minnesota 55101

   Patrick W. Keene                         25           *
   1300 Wells Fargo Place
   30 East 7th Street, St. Paul, Minnesota 55101

*     Less than 1%

The  persons  set forth in the preceding table hold  sole  voting
power  and power of disposition with respect to all of the  Units
set forth opposite their names.  The General Partners know of  no
holders of more than 5% of the outstanding Units.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        The  registrant,  AFM  and  its  affiliates  have  common
management and utilize the same facilities.  As a result, certain
administrative  expenses  are  allocated  among   these   related
entities.   All  of  such activities and any  other  transactions
involving the affiliates of the General Partner of the registrant
are  governed  by,  and  are conducted in  conformity  with,  the
limitations set forth in the Limited Partnership Agreement of the
registrant.   Reference  is  made to  Note  3  of  the  Financial
Statements,   as  presented,  and  is  incorporated   herein   by
reference,  for  details of related party  transactions  for  the
years ended December 31, 2005 and 2004.


                             PART IV

ITEM 13.  EXHIBITS.

    10.1  Net  Lease  Agreement dated May  8,  2000  between  the
    Partnership,  AEI Real Estate Fund XVII Limited  Partnership,
    AEI  Net  Lease Income & Growth Fund XIX Limited Partnership,
    AEI  Income  &  Growth  Fund  XXII  Limited  Partnership  and
    Razzoo's,  Inc.  relating to the property at  11617  Research
    Blvd.,  Austin, Texas (incorporated by reference  to  Exhibit
    10.2 of Form 10-QSB filed on August 2, 2000).

    10.2  First Amendment to Net Lease Agreement dated  June  27,
    2001  between  the  Partnership, AEI Real  Estate  Fund  XVII
    Limited  Partnership, AEI Net Lease Income & Growth Fund  XIX
    Limited  Partnership, AEI Income & Growth Fund  XXII  Limited
    Partnership  and Razzoo's, Inc. relating to the  property  at
    11617   Research   Blvd.,  Austin,  Texas  (incorporated   by
    reference  to Exhibit 10.1 of Form 10-QSB filed on August  7,
    2001).

    10.3  Purchase  Agreement dated August 19, 2005  between  the
    Partnership  and the Dick and Alice Vander Meer Family  Trust
    relating  to  the  Property  at 1310  West  Michigan  Avenue,
    Marshall,  Michigan  (incorporated by  reference  to  Exhibit
    10.1 of Form 8-K filed September 28, 2005).

    10.4  Purchase Agreement dated February 15, 2006 between  the
    Partnership  and Argyro Kosmakos, Chris Kosmakos  and  George
    Kosmakos  relating to the Property at 6323  Grovedale  Drive,
    Franconia, Virginia.

    31.1  Certification of Chief  Executive  Officer  of  General
    Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a))  and
    Section 302 of the Sarbanes-Oxley Act of 2002.

    31.2  Certification of Chief  Financial  Officer  of  General
    Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a))  and
    Section 302 of the Sarbanes-Oxley Act of 2002.

    32  Certification  of  Chief  Executive  Officer  and   Chief
    Financial Officer of General Partner pursuant to Section  906
    of the Sarbanes-Oxley Act of 2002.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

        The  following  is a summary of the fees  billed  to  the
Partnership  by  Boulay, Heutmaker, Zibell  &  Co.  P.L.L.P.  for
professional  services rendered for the years ended December  31,
2005 and 2004:

     Fee Category                            2005       2004

     Audit Fees                           $  6,800   $  6,700
     Audit-Related Fees                        464         96
     Tax Fees                                    0          0
     All Other Fees                              0          0
                                           --------   --------
          Total Fees                      $  7,264   $  6,796
                                           ========   ========

Audit  Fees  - Consists of fees billed for professional  services
rendered  for  the  audit of the Partnership's  annual  financial
statements   and  review  of  the  interim  financial  statements
included  in  quarterly reports, and services that  are  normally
provided   by  Boulay,  Heutmaker,  Zibell  &  Co.  P.L.L.P.   in
connection with statutory and regulatory filings or engagements.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit-Related  Fees - Consists of fees billed for  assurance  and
related  services that are reasonably related to the  performance
of  the  audit  or  review of financial statements  and  are  not
reported under "Audit Fees." These services include consultations
concerning financial accounting and reporting standards.

Tax  Fees - Consists of fees billed for professional services for
federal and state tax compliance, tax advice and tax planning.

All Other Fees - Consists of fees for products and services other
than the services reported above.


Policy   for  Preapproval  of  Audit  and  Permissible  Non-Audit
Services of Independent Auditors

        Before  the  Independent  Auditors  are  engaged  by  the
Partnership to render audit or non-audit services, the engagement
is  approved  by  Mr.  Johnson acting as the Partnership's  audit
committee.


                           SIGNATURES

        In  accordance with Section 13 or 15(d) of  the  Exchange
Act, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                               AEI REAL ESTATE FUND XV
                               Limited Partnership
                               By: AEI Fund Management 86-A, Inc.
                                   Its Managing General Partner


March 17, 2006                 By:/s/ Robert P Johnson
                                      Robert P.Johnson, President and Director
                                      (Principal Executive Officer)


        In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

       Name                             Title                    Date


/s/Robert P Johnson  President (Principal Executive Officer)  March 17, 2006
   Robert P.Johnson  and Sole Director of Managing General
                     Partner

/s/Patrick W Keene   Chief Financial Officer and Treasurer    March 17, 2006
   Patrick W.Keene   (Principal Accounting Officer)