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, 2000

                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.)

  1300 Minnesota World Trade Center, St. Paul, Minnesota 55101
            (Address of Principal Executive Offices)

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

Securities registered pursuant to Section 12(b) of the Act:

                                 Name of each exchange on
     Title of each class             which registered
             None                          None

Securities registered pursuant to Section 12(g) of the Act:

                    Limited Partnership Units
                        (Title of class)

Check  whether  the issuer (1) filed all reports required  to  be
filed  by Section 13 or 15(d) of the Securities Exchange  Act  of
1934  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  the  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]

The  Issuer's  revenues  for year ended December  31,  2000  were
$660,430.

As  of  February 28, 2001, there were 7,264.88 Units  of  limited
partnership interest in the registrant 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 $7,264,880.

               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
October3,  1986.   The  registrant  is  comprised  of  AEI   Fund
Management  86-A, Inc. (AFM) as Managing General Partner,  Robert
P.  Johnson 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.

       The Partnership will hold its properties until the General
Partners  determine  that the sale or other  disposition  of  the
properties   is   advantageous  in  view  of  the   Partnership's
investment  objectives.  In deciding whether to sell  properties,
the  General  Partners will consider factors  such  as  potential
appreciation,  net  cash flow and income tax considerations.   In
addition,  certain lessees have been granted options to  purchase
properties  after  a  specified portion of  the  lease  term  has
elapsed.  Prior to commencing the liquidation of the Partnership,
the  General Partners may reinvest the proceeds from the sale  of
properties  in  additional properties, provided  that  sufficient
proceeds  are distributed to the Limited Partners to pay  federal
and state income taxes related to any taxable gain recognized  as
a  result  of  the  sale.   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.

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  lessee  is
responsible  for  all real estate taxes, insurance,  maintenance,
repairs  and  operating expenses for the property.   The  initial
lease terms are for 10 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.

        The leases provide the lessee with two to three five-year
renewal options subject to the same terms and conditions  as  the
initial  lease.   Certain lessees have been  granted  options  to
purchase  the  property.  Depending on the  lease,  the  purchase
price is either determined by a formula, or is the greater of the
fair  market value of the property or the amount determined by  a
formula.  In all cases, if the option were to be exercised by the
lessee,  the  purchase price would be greater than  the  original
cost of the property.

ITEM 1.   DESCRIPTION OF BUSINESS. (Continued)

        On  December 23, 1997, the Partnership purchased a 26.05%
interest in a parcel of land in Troy, Michigan for $393,620.  The
land is leased to Champps Operating Corporation (Champps) under a
Lease Agreement with a primary term of 20 years and annual rental
payments  of  $27,553.  Effective June 20, 1998, the annual  rent
was  increased to $41,330.  Simultaneously with the  purchase  of
the  land,  the Partnership entered into a Development  Financing
Agreement  under which the Partnership advanced funds to  Champps
for  the  construction of a Champps Americana restaurant  on  the
site.   Initially,  the  Partnership  charged  interest  on   the
advances  at  a  rate  of 7.0%.  Effective  June  20,  1998,  the
interest  rate  was  increased to 10.50%.  On  September3,  1998,
after  the  development was completed, the  Lease  Agreement  was
amended  to  require  annual rental payments  of  $133,356.   The
Partnership's share of the total acquisition costs, including the
cost of the land, was $1,330,265.  The remaining interests in the
property  are  owned  by  AEI  Real  Estate  Fund  XVII   Limited
Partnership,  AEI Real Estate Fund XVIII Limited Partnership  and
AEI  Net  Lease  Income  & Growth Fund XIX  Limited  Partnership,
affiliates of the Partnership.

        In  February,  1999,  the  Partnership  entered  into  an
agreement to sell the Fuddruckers property to an unrelated  third
party.   On  June 16, 1999, the sale closed with the  Partnership
receiving  net sale proceeds of $1,145,424, which resulted  in  a
net  gain of $270,045.  At the time of sale, the cost and related
accumulated    depreciation   was   $1,138,296   and    $262,917,
respectively.

        In March, 1999, the Partnership entered into an agreement
to  sell the Waco property to an unrelated third party.   On  May
10, 1999, the sale closed with the Partnership receiving net sale
proceeds of $128,879, which resulted in a net gain of $4,228.  At
the  time  of sale, the cost and related accumulated depreciation
was $287,710 and $163,059, respectively.

        During  1999,  the Partnership sold its interest  in  the
Timber  Lodge  Steakhouse,  in three  separate  transactions,  to
unrelated third parties.  The Partnership received total net sale
proceeds  of  $566,111, which resulted in a  total  net  gain  of
$81,897.  The total cost and related accumulated depreciation  of
the   property  was  $510,635  and  $26,421,  respectively.   The
majority  of the net sale proceeds were reinvested in  additional
property.

        On  July 14, 1999, the Partnership purchased a Children's
World  daycare  center in West Chester, Ohio for  $999,163.   The
property is leased to ARAMARK Educational Resources, Inc. under a
Lease Agreement with a primary term of 15 years and annual rental
payments of $93,162.

        On  May 8, 2000, the Partnership purchased a 22% interest
in  a parcel of land in Austin, Texas for $295,345.  The land  is
leased  to  Razzoo's, Inc. (RI) under a Lease  Agreement  with  a
primary  term of 15 years and annual rental payments of  $25,432.
Effective  October  4,  2000, the annual rent  was  increased  to
$29,172.   Simultaneously  with the purchase  of  the  land,  the
Partnership entered into a Development Financing Agreement  under
which   the  Partnership  will  advance  funds  to  RI  for   the
construction  of  a  Razzoo's restaurant on  the  site.   Through
December 31, 2000, the Partnership had advanced $282,465 for  the
construction  of  the property and was charging interest  on  the
advances  at  a  rate of 8.5%.  Effective October  4,  2000,  the
interest rate was increased to 9.75%.  The Partnership's share of
the total purchase price, including the cost of the land, will be
approximately $754,600.  After the construction is complete,  the
Lease Agreement will be amended to require annual rental payments
of   approximately  $73,000.   The  remaining  interests  in  the
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.

ITEM 1.   DESCRIPTION OF BUSINESS. (Continued)

Major Tenants

        During  2000,  three  of the Partnership's  lessees  each
contributed  more  than  ten percent of the  Partnership's  total
rental  revenue.  The major tenants in aggregate contributed  81%
of  the  Partnership's  total rental  revenue  in  2000.   It  is
anticipated  that, based on the minimum rental payments  required
under  the  leases, each major tenant will continue to contribute
more  than ten percent of the Partnership's total rental  revenue
in  2001  and  future years.  Any failure of these major  tenants
could  materially affect the Partnership's net  income  and  cash
distributions.

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 all 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, 2000.

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

Children's World                                ARAMARK
Daycare Center                                Educational
 Franconia Hills, VA  3/24/87  $  962,069   Resources, Inc.  $150,913  $30.49

JEMCARE Learning Center
 Haltom City, TX       4/3/87  $  417,213    JEMCARE, Inc.   $ 30,402  $ 7.24

Arby's Restaurant                                RTM
 Marshall, MI         7/30/87  $  586,425  Mid-America, Inc. $ 24,000  $ 7.75

                                             Huntington
Denny's Restaurant                           Restaurants
 Greenville, TX       1/10/96  $1,028,432    Group, Inc.     $122,630  $24.89

Tractor Supply
 Company Store
 Maryville, TN                             Tractor Supply
 (20%)                2/14/96  $  219,405  Company, Inc.     $ 23,904  $ 6.27

Champps
 Americana Restaurant                         Champps
 Troy, MI                                    Operating
 (26.05%)              9/3/98  $1,330,265   Corporation      $133,356  $46.16

Children's World                              ARAMARK
 Daycare Center                             Educational
 West Chester, OH     7/14/99  $  999,163  Resources, Inc.   $ 93,162  $11.80

Razzoo's Restaurant
 Austin, TX
 (land only) (1)                              Razzoo's,
 (22%)                 5/8/00  $  295,345       Inc.         $ 29,172  $13.53


(1)  Restaurant was under construction as of December, 31, 2000.

        The  properties  listed above with  a  partial  ownership
percentage are owned with an affiliate of the Partnership  and/or
unrelated third parties.  The remaining interests in the  Tractor
Supply  Company  store  are owned by AEI Real  Estate  Fund  85-A
Limited  Partnership and unrelated third parties.  The  remaining
interests  in the Champps Americana restaurant are owned  by  AEI
Real  Estate Fund XVII Limited Partnership, AEI Real Estate  Fund
XVIII Limited Partnership and AEI Net Lease Income & Growth  Fund
XIX Limited 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.

ITEM 2.   DESCRIPTION OF PROPERTIES. (Continued)

        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  initial  Lease  terms are 20 years  except  for  the
JEMCARE property (10 years), the Tractor Supply Company store (14
years),  the  Children's  World daycare  center  and  Arby's  and
Razzoo's  restaurants  (15 years).  The  Leases  contain  renewal
options  which may extend the Lease term an additional  9  to  15
years.

       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.

        During the last five years or since the date of purchase,
if purchased after December 31, 1995, 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 THE REGISTRANT'S PARTNERSHIP UNITS AND
          RELATED SECURITY HOLDER MATTERS.

        As of December 31, 2000, there were 655 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.   However,  the
Partnership  may  acquire Units from Limited  Partners  who  have
tendered  their  Units to the Partnership.   Such  Units  may  be
acquired  at  a  discount.  The Partnership is not  obligated  to
purchase  in any year more than 5% of the total number  of  Units
outstanding at the beginning of the year.  In no event shall  the
Partnership  be  obligated to purchase  Units  if,  in  the  sole
discretion  of the Managing General Partner, such purchase  would
impair the capital or operation of the Partnership.

ITEM 5.   MARKET FOR THE REGISTRANT'S PARTNERSHIP UNITS AND
          RELATED SECURITY HOLDER MATTERS.  (Continued)

        During 2000, two Limited Partners redeemed a total of  30
Partnership  Units for $12,072 in accordance with the Partnership
Agreement.   In  prior  years,  a  total  of  twenty-six  Limited
Partners  redeemed  184.5  Units for $124,640.   The  redemptions
increase  the  remaining  Limited  Partners'  ownership  in   the
Partnership.

        Cash distributions of $5,339 and $5,310 were made to  the
General  Partners  and $516,506 and $516,495  were  made  to  the
Limited   Partners   in   2000  and  1999,   respectively.    The
distributions  were made on a quarterly basis and  represent  Net
Cash  Flow,  as  defined.   These  distributions  should  not  be
compared with dividends paid on capital stock by corporations.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS.

Results of Operations

        For  the  years  ended December 31, 2000  and  1999,  the
Partnership  recognized rental income of $615,685  and  $787,139,
respectively.   During the same periods, the  Partnership  earned
investment income of $44,745 and $22,507, respectively.  In 1999,
rental income was higher due to deferred income recognized  as  a
result of the sale of the Fuddruckers restaurant discussed below.
In addition, in 2000, regular rental income decreased as a result
of  the  property sales discussed below.  The decrease in  rental
income was partially offset by additional rent received from  two
property  acquisitions in 1999 and 2000 and  by  an  increase  in
investment  income earned on the net proceeds from  the  property
sales.

        During  the years ended December 31, 2000 and  1999,  the
Partnership   paid   Partnership   administration   expenses   to
affiliated parties of $114,868 and $110,722, 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  $16,684 and $18,187, respectively.   These  expenses
represent  direct payments to third parties for legal and  filing
fees,  direct administrative costs, outside audit and  accounting
costs, taxes, insurance and other property costs.

       As of December 31, 2000, the Partnership's annualized cash
distribution  rate  was  7.5%,  based  on  the  Adjusted  Capital
Contribution.   Distributions of Net Cash  Flow  to  the  General
Partners were subordinated to the Limited Partners as required in
the Partnership Agreement.  As a result, 99% of distributions and
income  were allocated to Limited Partners and 1% to the  General
Partners.

        Inflation  has  had  a  minimal  effect  on  income  from
operations.   It is expected that increases in sales  volumes  of
the  tenants, due to inflation and real sales growth, will result
in  an  increase  in rental income over the term of  the  Leases.
Inflation  also  may  cause  the  Partnership's  real  estate  to
appreciate in value.  However, inflation and changing prices  may
also  have  an  adverse impact on the operating  margins  of  the
properties' tenants which could impair their ability to pay  rent
and subsequently reduce the Partnership's Net Cash Flow available
for distributions.

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

Liquidity and Capital Resources

        During  2000,  the Partnership's cash balances  decreased
$586,576  as  a  result  of  cash  used  to  purchase  additional
property.   Net  cash provided by operating activities  decreased
from  $543,245  in 1999 to $519,332 in 2000, as  a  result  of  a
decrease  in  income in 2000, which was partially offset  by  net
timing differences in the collection of payments from the lessees
and the payment of expenses.

        The  major components of the Partnership's cash flow from
investing activities are investments in real estate and  proceeds
from the sale of real estate.  During the year ended December 31,
1999,  the Partnership generated cash flow from the sale of  real
estate  of $1,840,414.  During the years ended December 31,  2000
and  1999,  the  Partnership expended  $571,935  and  $1,005,038,
respectively,   to  invest  in  real  properties  (inclusive   of
acquisition   expenses)  as  the  Partnership   reinvested   cash
generated from property sales.

        In  February,  1999,  the  Partnership  entered  into  an
agreement to sell the Fuddruckers property to an unrelated  third
party.   On  June 16, 1999, the sale closed with the  Partnership
receiving  net sale proceeds of $1,145,424, which resulted  in  a
net  gain of $270,045.  At the time of sale, the cost and related
accumulated    depreciation   was   $1,138,296   and    $262,917,
respectively.

       In June, 1994, the Partnership received a lump sum payment
of $210,277 as compensation for certain modifications made to the
Fuddruckers'  Lease.   The  lump sum payment  was  recognized  as
income over the Lease term using the straight line method.  As  a
result  of the sale, the Lease Agreement was terminated  and  the
Partnership  recognized  the balance of the  deferred  income  of
$136,747 in the second quarter of 1999.

        In March, 1999, the Partnership entered into an agreement
to  sell the Waco property to an unrelated third party.   On  May
10, 1999, the sale closed with the Partnership receiving net sale
proceeds of $128,879, which resulted in a net gain of $4,228.  At
the  time  of sale, the cost and related accumulated depreciation
was $287,710 and $163,059, respectively.

        During  1999,  the Partnership sold its interest  in  the
Timber  Lodge  Steakhouse,  in three  separate  transactions,  to
unrelated third parties.  The Partnership received total net sale
proceeds  of  $566,111, which resulted in a  total  net  gain  of
$81,897.  The total cost and related accumulated depreciation  of
the   property  was  $510,635  and  $26,421,  respectively.   The
majority  of the net sale proceeds were reinvested in  additional
property.

        On  July 14, 1999, the Partnership purchased a Children's
World  daycare  center in West Chester, Ohio for  $999,163.   The
property is leased to ARAMARK Educational Resources, Inc. under a
Lease Agreement with a primary term of 15 years and annual rental
payments of $93,162.

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

        On  May 8, 2000, the Partnership purchased a 22% interest
in  a parcel of land in Austin, Texas for $295,345.  The land  is
leased  to  Razzoo's, Inc. (RI) under a Lease  Agreement  with  a
primary  term of 15 years and annual rental payments of  $25,432.
Effective  October  4,  2000, the annual rent  was  increased  to
$29,172.   Simultaneously  with the purchase  of  the  land,  the
Partnership entered into a Development Financing Agreement  under
which   the  Partnership  will  advance  funds  to  RI  for   the
construction  of  a  Razzoo's restaurant on  the  site.   Through
December 31, 2000, the Partnership had advanced $282,465 for  the
construction  of  the property and was charging interest  on  the
advances  at  a  rate of 8.5%.  Effective October  4,  2000,  the
interest rate was increased to 9.75%.  The Partnership's share of
the total purchase price, including the cost of the land, will be
approximately $754,600.  After the construction is complete,  the
Lease Agreement will be amended to require annual rental payments
of   approximately  $73,000.   The  remaining  interests  in  the
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.

       The Partnership's primary use of cash flow is distribution
and  redemption  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.  The Partnership attempts to maintain a  stable
distribution  rate from quarter to quarter.  Redemption  payments
are  paid  to  redeeming Partners in the fourth quarter  of  each
year.

        The  Partnership may acquire Units from Limited  Partners
who have tendered their Units to the Partnership.  Such Units may
be  acquired at a discount.  The Partnership is not obligated  to
purchase  in any year more than 5% of the total number  of  Units
outstanding at the beginning of the year.  In no event shall  the
Partnership  be  obligated to purchase  Units  if,  in  the  sole
discretion  of the Managing General Partner, such purchase  would
impair the capital or operation of the Partnership.

        During 2000, two Limited Partners redeemed a total of  30
Partnership  Units for $12,072 in accordance with the Partnership
Agreement.  The Partnership acquired these Units using  Net  Cash
Flow  from  operations.  In prior years, a  total  of  twenty-six
Limited   Partners  redeemed  184.5  Units  for  $124,639.    The
redemptions increase the remaining Limited Partners' ownership in
the Partnership.

       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 on both a short-term and long-term basis.

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

Cautionary Statement for Purposes of the "Safe Harbor" Provisions
of the Private Securities Litigation Reform Act of 1995

         The   foregoing  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 investors;

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

    the   success  of  the  General  Partners  of   locating
    properties with favorable risk return characteristics;

    the effect of tenant defaults; and

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


ITEM 7.   FINANCIAL STATEMENTS.

       See accompanying Index to Financial Statements.


           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  INDEX TO FINANCIAL STATEMENTS






Report of Independent Auditors

Balance Sheet as of December 31, 2000 and 1999

Statements for the Years Ended December 31, 2000 and 1999:

     Income

     Cash Flows

     Changes in Partners' Capital

Notes to Financial Statements



                 REPORT OF INDEPENDENT AUDITORS



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, 2000 and 1999 and  the  related
statements of income, cash flows and changes in partners' capital
for  the  years then ended.  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  generally
accepted  auditing standards.  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.

      In  our opinion, the financial statements referred to above
present  fairly, in all material respects, the financial position
of  AEI Real Estate Fund XV Limited Partnership as of December31,
2000  and  1999, and the results of its operations and  its  cash
flows  for  the  years then ended, in conformity  with  generally
accepted accounting principles.



                             /s/BOULAY, HEUTMAKER, ZIBELL & CO. P.L.L.P.
Minneapolis, Minnesota          Boulay, Heutmaker, Zibell & Co. P.L.L.P.
January 25, 2001                Certified Public Accountants


<PAGE>
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                          BALANCE SHEET

                           DECEMBER 31

                             ASSETS

                                                   2000           1999

CURRENT ASSETS:
  Cash and Cash Equivalents                    $   370,051    $   956,627
  Receivables                                       33,671         22,460
                                                -----------    -----------
      Total Current Assets                         403,722        979,087
                                                -----------    -----------
INVESTMENTS IN REAL ESTATE:
  Land                                           1,797,000      1,501,655
  Buildings and Equipment                        4,041,317      4,041,317
  Construction in Progress                         282,465              0
  Property Acquisition Costs                             0          5,875
  Accumulated Depreciation                      (1,063,528)      (931,974)
                                                -----------    -----------
      Net Investments in Real Estate             5,057,254      4,616,873
                                                -----------    -----------
          Total Assets                         $ 5,460,976    $ 5,595,960
                                                ===========    ===========


                     LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.         $    26,484    $    24,819
  Distributions Payable                            117,220        117,276
                                                -----------    -----------
      Total Current Liabilities                    143,704        142,095
                                                -----------    -----------
PARTNERS' CAPITAL (DEFICIT):
  General Partners                                 (10,288)        (8,923)
  Limited Partners, $1,000 Unit value;
   7,500 Units authorized and issued;
   7,286 and 7,316 Units outstanding
   in 2000 and 1999, respectively                5,327,560      5,462,788
                                                -----------    -----------
     Total Partners' Capital                     5,317,272      5,453,865
                                                -----------    -----------
       Total Liabilities and Partners' Capital $ 5,460,976    $ 5,595,960
                                                ===========    ===========


 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 YEARS ENDED DECEMBER 3l


                                                    2000           1999

INCOME:
  Rent                                         $   615,685     $   787,139
  Investment Income                                 44,745          22,507
                                                -----------     -----------
      Total Income                                 660,430         809,646
                                                -----------     -----------

EXPENSES:
  Partnership Administration - Affiliates          114,868         110,722
  Partnership Administration and Property
     Management - Unrelated Parties                 16,684          18,187
  Depreciation                                     131,554         137,580
                                                -----------     -----------
      Total Expenses                               263,106         266,489
                                                -----------     -----------

OPERATING  INCOME                                  397,324         543,157

GAIN ON SALE OF REAL ESTATE                              0         356,170
                                                -----------     -----------
NET INCOME                                     $   397,324     $   899,327
                                                ===========     ===========

NET INCOME ALLOCATED:
  General Partners                             $     3,974     $     8,993
  Limited Partners                                 393,350         890,334
                                                -----------     -----------
                                               $   397,324     $   899,327
                                                ===========     ===========

NET INCOME PER LIMITED PARTNERSHIP UNIT
(7,308 and 7,331 weighted average Units outstanding
in 2000 and 1999, respectively)                $     53.82     $    121.45
                                                ===========     ===========


 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 YEARS ENDED DECEMBER 31


                                                     2000          1999

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net Income                                      $   397,324   $   899,327

 Adjustments To Reconcile Net Income
 To Net Cash Provided By Operating Activities:
     Depreciation                                    131,554       137,580
     Gain on Sale of Real Estate                           0      (356,170)
     (Increase) Decrease in Receivables              (11,211)        7,238
     Increase (Decrease) in Payable to
         AEI Fund Management, Inc.                     1,665        (4,113)
     Decrease in Deferred Income                           0      (140,617)
                                                  -----------   -----------
       Total Adjustments                             122,008      (356,082)
                                                  -----------   -----------
       Net Cash Provided By
           Operating Activities                      519,332       543,245
                                                  -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Investments in Real Estate                        (571,935)   (1,005,038)
  Proceeds from Sale of Real Estate                        0     1,840,414
                                                  -----------   -----------
       Net Cash Provided By (Used For)
          Investing Activities                      (571,935)      835,376
                                                  -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (Decrease) in Distributions Payable           (56)          371
  Distributions to Partners                         (521,723)     (521,712)
  Redemption Payments                                (12,194)       (9,272)
                                                  -----------   -----------
       Net Cash Used For
          Financing Activities                      (533,973)     (530,613)
                                                  -----------   -----------
NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                             (586,576)      848,008

CASH AND CASH EQUIVALENTS, beginning of period       956,627       108,619
                                                  -----------   -----------
CASH AND CASH EQUIVALENTS, end of period         $   370,051   $   956,627
                                                  ===========   ===========

 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 YEARS ENDED DECEMBER 31


                                                                    Limited
                                                                  Partnership
                             General      Limited                    Units
                             Partners     Partners      Total     Outstanding


BALANCE, December 31, 1998  $(12,606)    $5,098,128   $5,085,522    7,336.55

  Distributions               (5,217)      (516,495)    (521,712)

  Redemption Payments            (93)        (9,179)      (9,272)     (21.00)

  Net Income                   8,993        890,334      899,327
                             --------     ----------   ----------  ----------
BALANCE, December 31, 1999    (8,923)     5,462,788    5,453,865    7,315.55

  Distributions               (5,217)      (516,506)    (521,723)

  Redemption Payments           (122)       (12,072)     (12,194)     (30.00)

  Net Income                   3,974        393,350      397,324
                             --------     ----------   ----------  ----------
BALANCE, December 31, 2000  $(10,288)    $5,327,560   $5,317,272    7,285.55
                             ========     ==========   ==========  ==========


 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, 2000 AND 1999

(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
     shareholder of AFM, serves as the Individual General Partner
     and  an  affiliate of AFM, AEI Fund Management, Inc.  (AEI),
     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 ($7,500,000) 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, 2000 AND 1999

(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, 99% to the Limited  Partners
     and  1%  to the General 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.

(2)  Summary of Significant Accounting Policies -

     Financial Statement Presentation

       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  and  expenses.
       Actual results could differ from those estimates.

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2000 AND 1999

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

       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.

     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.  Accordingly, no recognition  has
       been  given to income taxes in the accompanying  financial
       statements.

       The  tax  return, the qualification of the Partnership  as
       such  for  tax  purposes, 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  with  respect  to   the
       Partnership  qualification or 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  Partnership
       recognizes  rental revenue on the accrual basis  according
       to  the terms of the individual leases.  For leases  which
       contain  cost  of  living  increases,  the  increases  are
       recognized in the year in which they are effective.

       Real  estate is recorded at the lower of cost or estimated
       net   realizable  value.   The  Partnership  compares  the
       carrying amount of its properties to the estimated  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.


           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2000 AND 1999

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

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

       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.

(3)  Related Party Transactions -

     The  Partnership owns a 20% interest in the  Tractor  Supply
     Company store.  The remaining interests in this property are
     owned  by AEI Real Estate Fund 85-A Limited Partnership,  an
     affiliate  of the Partnership, and unrelated third  parties.
     The  Partnership  owns  a  26.05% interest  in  the  Champps
     Americana  restaurant.   The  remaining  interests  in  this
     property  are  owned by AEI Real Estate  Fund  XVII  Limited
     Partnership, AEI Real Estate Fund XVIII Limited  Partnership
     and   AEI  Net  Lease  Income  &  Growth  Fund  XIX  Limited
     Partnership, affiliates of the Partnership.  The Partnership
     owns  a  22%  interest  in  the  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.  The Partnership owned a 44.9042% interest in a
     restaurant  in  Waco,  Texas  and  a  60%  interest  in  the
     Fuddruckers  restaurant.  The remaining interests  in  these
     properties  were owned by AEI Real Estate Fund  XVI  Limited
     Partnership,   an   affiliate  of  the   Partnership.    The
     Partnership  owned a 30.794% interest in  the  Timber  Lodge
     Steakhouse.   The remaining interests in this  property  are
     owned  by AEI Real Estate Fund XVII Limited Partnership  and
     unrelated  third parties.  AEI Institutional Net Lease  Fund
     '93  Limited  Partnership, an affiliate of the  Partnership,
     owned  38.412% interest in this property until the  interest
     was  sold  in  a  series of transactions to unrelated  third
     parties in 1998 and 1999.  During 1999, the Partnership sold
     its interest in the property to unrelated third parties.


           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2000 AND 1999

(3)  Related Party Transactions - (Continued)

     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

                                                   2000          1999
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.                                     $ 114,868     $ 110,722
                                                 ========      ========

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 and accounting costs, taxes,
  insurance and other property costs.           $  16,684     $  18,187
                                                 ========      ========

c.AEI is reimbursed for all costs and direct
  expenses incurred by it in acquiring properties
  on behalf of the Partnership.  The amounts are net
  of financing and commitment fees and expense
  reimbursements received by the Partnership from
  the lessees in the amount of $17,577 and $35,000
  for 2000 and 1999, respectively.              $  (9,730)    $ (16,706)
                                                 ========      ========

d.AEI is reimbursed for all costs incurred in
  connection with the sale of property.         $       0     $  27,697
                                                 ========      ========


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


           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2000 AND 1999

(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 lessee is responsible
     for  all  real estate taxes, insurance, maintenance, repairs
     and  operating expenses of the property.  The initial  Lease
     terms  are  20  years  except for the JEMCARE  property  (10
     years),  the  Tractor Supply Company store (14  years),  the
     Children's World daycare center and the Arby's and  Razzoo's
     restaurants (15 years).  The Leases contain renewal  options
     which may extend the lease term an additional 9 to 15 years.
     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.   Certain lessees have been granted  options  to
     purchase the property.  Depending on the lease, the purchase
     price  is either determined by a formula, or is the  greater
     of  the  fair  market value of the property  or  the  amount
     determined  by a formula.  In all cases, if the option  were
     to  be exercised by the lessee, the purchase price would  be
     greater than the original cost of the property.

     The  Partnership's  properties are all  commercial,  single-
     tenant properties.  The Arby's restaurant was built in  1972
     and  extensively  remodeled in 1987.  The  JEMCARE  Learning
     Center  was  constructed  in  1986.   The  Children's  World
     Daycare  Center in Franconia Hills, Virginia was constructed
     in  1987.   The Partnership acquired all of these properties
     during  1987  and 1988.  The Denny's restaurant and  Tractor
     Supply  Company store were constructed in 1995 and  acquired
     in  1996.   The Champps Americana restaurant was constructed
     and  acquired in 1998.  The Children's World daycare  center
     in  West  Chester, Ohio was constructed in 1997 and acquired
     in   1999.    There  have  been  no  costs  capitalized   as
     improvements subsequent to the acquisitions.

     The   cost   of   the  properties  and  related  accumulated
     depreciation at December 31, 2000 are as follows:

                                      Buildings and          Accumulated
Property                       Land     Equipment    Total   Depreciation

Children's World,
 Franconia Hills, VA      $  165,952  $  796,117  $  962,069  $  397,601
JEMCARE Learning Center,
 Haltom City, TX             132,925     284,288     417,213     163,480
Arby's, Marshall, MI         120,499     465,926     586,425     242,419
Denny's, Greenville, TX      332,077     696,355   1,028,432     120,562
Tractor Supply Company,
 Maryville, TN                40,267     179,138     219,405      31,571
Champps Americana, Troy, MI  429,808     900,457   1,330,265      72,942
Children's World,
 West Chester, OH            280,127     719,036     999,163      34,953
Razzoo's, Austin, TX         295,345           0     295,345           0
                           ----------  ----------  ----------  ----------
                          $1,797,000  $4,041,317  $5,838,317  $1,063,528
                           ==========  ==========  ==========  ==========




           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2000 AND 1999

(4)  Investments in Real Estate - (Continued)

     In February, 1999, the Partnership entered into an agreement
     to  sell  the  Fuddruckers property to  an  unrelated  third
     party.   On  June  16,  1999,  the  sale  closed  with   the
     Partnership receiving net sale proceeds of $1,145,424, which
     resulted  in a net gain of $270,045.  At the time  of  sale,
     the cost and related accumulated depreciation was $1,138,296
     and $262,917, respectively.

     In March, 1999, the Partnership entered into an agreement to
     sell the Waco property to an unrelated third party.  On  May
     10, 1999, the sale closed with the Partnership receiving net
     sale  proceeds of $128,879, which resulted in a net gain  of
     $4,228.    At  the  time  of  sale,  the  cost  and  related
     accumulated   depreciation  was   $287,710   and   $163,059,
     respectively.

     During 1999, the Partnership sold its interest in the Timber
     Lodge   Steakhouse,  in  three  separate  transactions,   to
     unrelated third parties.  The Partnership received total net
     sale  proceeds of $566,111, which resulted in  a  total  net
     gain  of  $81,897.   The total cost and related  accumulated
     depreciation  of  the  property was  $510,635  and  $26,421,
     respectively.   The majority of the net sale  proceeds  were
     reinvested in additional property.

     On  July  14,  1999, the Partnership purchased a  Children's
     World  daycare  center in West Chester, Ohio  for  $999,163.
     The  property  is  leased to ARAMARK Educational  Resources,
     Inc. under a Lease Agreement with a primary term of 15 years
     and annual rental payments of $93,162.

     On  May 8, 2000, the Partnership purchased a 22% interest in
     a parcel of land in Austin, Texas for $295,345.  The land is
     leased to Razzoo's, Inc. (RI) under a Lease Agreement with a
     primary  term  of  15  years and annual rental  payments  of
     $25,432.   Effective October 4, 2000, the  annual  rent  was
     increased  to $29,172.  Simultaneously with the purchase  of
     the   land,  the  Partnership  entered  into  a  Development
     Financing Agreement under which the Partnership will advance
     funds to RI for the construction of a Razzoo's restaurant on
     the  site.   Through December 31, 2000, the Partnership  had
     advanced  $282,465 for the construction of the property  and
     was  charging  interest on the advances at a rate  of  8.5%.
     Effective  October 4, 2000, the interest rate was  increased
     to  9.75%.   The  Partnership's share of the total  purchase
     price, including the cost of the land, will be approximately
     $754,600.   After  the construction is complete,  the  Lease
     Agreement will be amended to require annual rental  payments
     of approximately $73,000.


           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2000 AND 1999

(4)  Investments in Real Estate - (Continued)

     The minimum future rental on the Leases for years subsequent
     to December 31, 2000 are as follows:

                       2001            $   594,886
                       2002                582,555
                       2003                585,481
                       2004                588,463
                       2005                591,502
                       Thereafter        4,636,151
                                        -----------
                                       $ 7,579,038
                                        ===========

     In  2000  and  1999,  the Partnership recognized  contingent
     rents of $20,819 and $22,978, respectively.

(5)  Deferred Income -

     In  June,  1994, Fuddruckers, Inc., the restaurant concept's
     franchisor,  acquired  the  operations  of  the  Fuddruckers
     restaurant  in  St. Louis, Missouri, and assumed  the  lease
     obligations  from  the  original lessee.   As  part  of  the
     agreement,  the Partnership amended the Lease to reduce  the
     annual   base   rent   from  $163,550   to   $138,246.    In
     consideration  for the lease assumption and  amendment,  the
     Partnership  received a lump sum payment from  the  original
     lessee of $210,277.  The lump sum payment was recognized  as
     income  over the Lease term, which was scheduled  to  expire
     January  31,  2008, using the straight line method.   As  of
     March  31,  1999, the Partnership had recognized $73,530  of
     this  payment as income.  On June 16, 1999, the  Partnership
     sold the Fuddruckers restaurant and the Lease Agreement  was
     terminated.   As  a result, the Partnership  recognized  the
     balance  of  the deferred income of $136,747 in  the  second
     quarter of 1999.


           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2000 AND 1999

(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:

                                                2000         1999
         Tenants             Industry

     ARAMARK Educational
      Resources, Inc.       Child Care       $ 243,462   $ 190,169
     Champps Operating
      Corporation           Restaurant         133,356     133,356
     Huntington Restaurants
      Group, Inc.           Restaurant         122,437     120,125
     Fuddruckers Inc.       Restaurant               0     203,980
                                              ---------   ---------

     Aggregate rent revenue of major tenants $ 499,255   $ 647,630
                                              =========   =========

     Aggregate rent revenue of major tenants as
     a percentage of total rent revenue             81%         82%
                                              =========   =========

(7)  Partners' Capital -

     Cash  distributions of $5,339 and $5,310 were  made  to  the
     General Partners and $516,506 and $516,495 were made to  the
     Limited  Partners for the years ended December 31, 2000  and
     1999,  respectively.   The  Limited Partners'  distributions
     represent  $70.68  and $70.45 per Limited  Partnership  Unit
     outstanding using 7,308 and 7,331 weighted average Units  in
     2000  and  1999, respectively.  The distributions  represent
     $52.16 and $70.45 per Unit of Net Income and $18.52 and $-0-
     per  Unit of return of contributed capital in 2000 and 1999,
     respectively.

     Distributions  of  Net  Cash Flow to  the  General  Partners
     during  2000  and  1999  were subordinated  to  the  Limited
     Partners  as  required in the Partnership Agreement.   As  a
     result,  99%  of distributions and income were allocated  to
     the Limited Partners and 1% to the General Partners.

     The  Partnership may acquire Units from Limited Partners who
     have tendered their Units to the Partnership. Such Units may
     be acquired at a discount.  The Partnership is not obligated
     to  purchase in any year more than 5% of the number of Units
     outstanding at the beginning of the year.  In no event shall
     the  Partnership be obligated to purchase Units if,  in  the
     sole  discretion  of  the  Managing  General  Partner,  such
     purchase  would  impair  the capital  or  operation  of  the
     Partnership.


           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2000 AND 1999

(7)  Partners' Capital - (Continued)

     During  2000, two Limited Partners redeemed a  total  of  30
     Partnership  Units  for  $12,072  in  accordance  with   the
     Partnership Agreement.  The Partnership acquired these Units
     using  Net Cash Flow from operations.  In 1999, five Limited
     Partners  redeemed  a  total of  21  Partnership  Units  for
     $9,179.   The  redemptions increase  the  remaining  Limited
     Partners' ownership in the Partnership.

     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
     $945.25 per original $1,000 invested.

(8)  Income Taxes -

     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:

                                                2000         1999

     Net Income for Financial
      Reporting Purposes                    $  397,324   $  899,327

     Depreciation for Tax Purposes
      (Over) Under Depreciation for Financial
      Reporting Purposes                        12,898       (3,980)

     Income Accrued for Tax Purposes
      Under Income for Financial
      Reporting Purposes                             0     (140,617)

     Real Estate Impairment Loss
      Not Recognized for
      Tax Purposes                                   0            0

     Gain on Sale of Real Estate for Tax Purposes
      Under Gain for Financial Reporting Purposes    0     (347,171)
                                             ----------   ----------
           Taxable Income to Partners       $  410,222   $  415,519
                                             ==========   ==========


           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2000 AND 1999

(8)  Income Taxes - (Continued)

     The  following is a reconciliation of Partners' capital  for
     financial  reporting purposes to Partners' capital  reported
     for   federal  income  tax  purposes  for  the  years  ended
     December 31:

                                               2000         1999
     Partners' Capital for
      Financial Reporting Purposes          $5,317,272   $5,453,865

     Adjusted Tax Basis of Investments
      in Real Estate Over Net Investments
      in Real Estate for Financial
      Reporting Purposes                        82,216       69,318

     Syndication Costs
      Treated as Reduction of Capital
      for Financial Reporting Purposes       1,054,819    1,054,819
                                             ----------   ----------
           Partners' Capital for
              Tax Reporting Purposes        $6,454,307   $6,578,002
                                             ==========   ==========

(9)  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:

                                    2000                   1999
                            Carrying      Fair     Carrying     Fair
                             Amount       Value     Amount      Value

     Cash                  $     304   $     304   $     452  $     452
     Money Market Funds      369,747     369,747     956,175    956,175
                            ---------   ---------   ---------  ---------
        Total Cash and
          Cash Equivalents $ 370,051   $ 370,051   $ 956,627  $ 956,627
                            =========   =========   =========  =========

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

       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
of  the  registrant are Robert P. Johnson and AFM.   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 director and  officers
of AFM are as follows:

        Robert  P.  Johnson, age 56, is Chief Executive  Officer,
President  and  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, 2001.  From  1970  to
the  present, he has been employed exclusively in the  investment
industry,  specializing  in  tax-advantaged  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  Securities  and
Exchange Commission 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 fifteen limited partnerships.

        Mark  E.  Larson,  age 48, is Executive  Vice  President,
Treasurer  and  Chief Financial Officer and has been  elected  to
continue in these positions until December, 2001.  Mr. Larson has
been  Treasurer and Executive Vice President since December, 1987
and  Chief  Financial Officer since January, 1990.   In  January,
1993,  Mr.  Larson was elected to serve as Secretary of  AFM  and
will continue to serve until December, 2001.  Mr. Larson has been
employed  by  AEI  Fund Management, Inc. and affiliated  entities
since  1985.   From  1979  to 1985, Mr. Larson  was  with  Apache
Corporation as manager of Program Accounting responsible for  the
accounting  and reports for approximately 45 public partnerships.
Mr.   Larson   is  responsible  for  supervising  the  accounting
functions of AFM and the registrant.

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 and management services.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT.

        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 February28, 2001:

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

   AEI Fund Management 86-A, Inc.           3            *
   1300 Minnesota World Trade Center
   30 East 7th Street, St. Paul, Minnesota 55101

   Robert P. Johnson                        0            0%
   1300 Minnesota World Trade Center
   30 East 7th Street, St. Paul, Minnesota 55101

   Mark E. Larson                         17.67          *
   1300 Minnesota World Trade Center
   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.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K AND FORM 8-K/A.

         A. Exhibits -
                          Description

10.1  Net Lease Agreement dated January 10, 1996, between  the
      Partnership  and Huntington Restaurants Group, Inc.  relating
      to   the   property  at  3103  W.  I-30,  Greenville,   Texas
      (incorporated by reference to Exhibit 10.1 of Form 8-K  filed
      on January 17, 1996).

10.2  Net Lease Agreement dated December 23, 1997 between  the
      Partnership, AEI Net Lease Income & Growth Fund  XIX  Limited
      Partnership,  AEI Real Estate Fund XVIII Limited Partnership,
      AEI  Real  Estate Fund XVII Limited Partnership  and  Champps
      Entertainment, Inc. relating to the property at 301 West  Big
      Beaver  Road,  Troy, Michigan (incorporated by  reference  to
      Exhibit 10.9 of Form 10-KSB on March 23, 1998).

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K AND FORM 8-K/A.  (Continued)

         A. Exhibits -
                              Description

10.3  First   Amendment   to  Net  Lease   Agreement   dated
      September 3, 1998  between  the Partnership,  AEI  Net  Lease
      Income  &  Growth  Fund  XIX Limited  Partnership,  AEI  Real
      Estate  Fund XVIII Limited Partnership, AEI Real Estate  Fund
      XVII  Limited  Partnership  and Champps  Entertainment,  Inc.
      relating  to the property at 301 West Big Beaver Road,  Troy,
      Michigan (incorporated by reference to Exhibit 10.2  of  Form
      8-K on September 15, 1998).

10.4  Purchase Agreement dated February 4, 1999  between  the
      Partnership,  AEI  Real Estate Fund XVI  Limited  Partnership
      and  Elizabeth  Cockrum  relating to  the  property  at  2175
      Barrett  Station  Road, St. Louis, Missouri (incorporated  by
      reference to Exhibit 10.1 of Form 8-K on June21, 1999).

10.5  Purchase  Agreement dated March 24,  1999  between  the
      Partnership,  AEI  Real Estate Fund XVI  Limited  Partnership
      and  Tom Salome relating to the property at 1812 North Valley
      Mills  Drive,  Waco,  Texas  (incorporated  by  reference  to
      Exhibit 10.1 of Form 10-QSB on July 30, 1999).

10.6  Amendment  to  Purchase Agreement dated  May  19,  1999
      between  the  Partnership, AEI Real Estate Fund  XVI  Limited
      Partnership  and Elizabeth Cockrum relating to  the  property
      at   2175   Barrett   Station  Road,  St.   Louis,   Missouri
      (incorporated  by reference to Exhibit 10.2 of  Form  8-K  on
      June 21, 1999).

10.7  Purchase  and  Sale Agreement and  Escrow  Instructions
      dated  May  20,  1999 between AEI Fund Management,  Inc.  and
      ARAMARK  Educational Resources, Inc. relating to the property
      at  7236  Tylers Corner, West Chester, Ohio (incorporated  by
      reference to Exhibit 10.1 of Form 8-K on July 26, 1999).

10.8  Second  Assignment of Purchase and Sale  Agreement  and
      Escrow   Instructions  dated  June  18,  1999   between   the
      Partnership,   AEI   Fund  Management,   Inc.   and   ARAMARK
      Educational Resources, Inc. relating to the property at  7236
      Tylers  Corner, West Chester, Ohio (incorporated by reference
      to Exhibit 10.2 of Form 8-K on July 26, 1999).

10.9  Net  Lease  Agreement dated July 14, 1999  between  the
      Partnership and ARAMARK Educational Resources, Inc.  relating
      to  the  property at 7236 Tylers Corner, West  Chester,  Ohio
      (incorporated  by reference to Exhibit 10.3 of  Form  8-K  on
      July 26, 1999).

10.10 Purchase  Agreement dated August 4,  1999  between
      the  Partnership  and AEI Institutional Net  Lease  Fund  '93
      Limited Partnership and VTA Building Company relating to  the
      property  at  3950 Second Street South, St. Cloud,  Minnesota
      (incorporated by reference to Exhibit 10.7 of Form 10-QSB  on
      November 8, 1999).

10.11 Purchase Agreement dated October 6,  1999  between
      the  Partnership  and  Kenneth  F.  Cairns  relating  to  the
      property  3950  Second  Street South,  St.  Cloud,  Minnesota
      (incorporated by reference to Exhibit 10.8 of Form 10-QSB  on
      November 8, 1999).

10.12 Purchase Agreement dated October 7,  1999  between
      the  Partnership  and  Kathleen DeVoe Hans  relating  to  the
      property  at  3950 Second Street South, St. Cloud,  Minnesota
      (incorporated by reference to Exhibit 10.9 of Form 10-QSB  on
      November 8, 1999).

10.13 Purchase Agreement dated November 18, 1999 between
      the  Partnership  and  AEI  Real  Estate  Fund  XVII  Limited
      Partnership and Kilduff 1996 Revocable Trust, dated June  20,
      1996  relating  to the property at 3950 Second Street  South,
      St.  Cloud,  Minnesota (incorporated by reference to  Exhibit
      10.14 of Form 10-KSB filed on March 10, 2000).

10.14 Development Financing 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 10.1 of Form 10-QSB filed on August  2,
      2000).

10.15 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).

         B. Reports on Form 8-K and Form 8-K/A - None.


                           SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) of the
Securities  Exchange Act of 1934, the registrant has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.


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


March 9, 2001                  By:/s/ Robert P. Johnson
                                      Robert  P. Johnson, President
                                      and Director
                                      (Principal Executive Officer)


        Pursuant  to the requirements of the Securities  Exchange
Act  of  1934, 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 9, 2001
    Robert P. Johnson  and Sole Director of Managing General
                       Partner

/s/ Mark E. Larson     Executive Vice President, Treasurer      March 9, 2001
    Mark E. Larson     and Chief Financial Officer
                       (Principal Accounting Officer)