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, 1995
                                
                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)

                          (612) 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,  1995  were
$702,350.

As  of  February 29, 1996, there were 7,360.55 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 $7,360,550.


               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.   It is anticipated that the Partnership will  sell  its
properties  within twelve years after acquisition.  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  noncancelable  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.

       Several of 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)

        The  Partnership  owns  a 44.9042%  interest  in  a  J.T.
McCord's restaurant in Waco, Texas, which was previously  closed.
In June 1995, the Partnership re-leased the restaurant to Tex-Mex
Cocina  of Waco, L.C.  The Lease Agreement has a primary term  of
eighteen  months with an annual rental payment of  $24,248.   The
Partnership could also receive additional rent if gross  receipts
from  the  property exceed certain specified amounts.  The  Lease
contains  renewal  options which may extend  the  lease  term  an
additional 10 years.  The property is now operated as a  Zapata's
Cantina & Cafe.

       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 base rent.  In consideration  for
the  lease  assumption and amendment, the Partnership received  a
lump   sum   payment  from  the  original  lessee  of   $210,277.
Fuddruckers, Inc. is owned by DAKA International, which has a net
worth  in  excess of $64 million, making it a much higher  credit
lessee than the original lessee.

        In June, 1994, the lessee of the Applebee's restaurant in
Hilton  Head,  South Carolina, exercised an option in  the  Lease
Agreement to purchase the property.  On July 29, 1994,  the  sale
closed  with  the  Partnership receiving  net  sale  proceeds  of
$1,667,500 which resulted in a net gain of $662,561.  At the time
of  sale,  the cost and related accumulated depreciation  of  the
property  was $1,212,379 and $207,530, respectively.  In October,
1994,  the  Managing General Partner filed a proxy  statement  to
propose  an  amendment to the Limited Partnership Agreement  that
would  allow  the  Partnership to reinvest the  net  proceeds  in
additional  properties.  The Amendment passed with a majority  of
Units voting in favor of the Amendment.

       In July 1995, the Partnership entered into an agreement to
sell  the Super 8 Motel in Hot Springs, Arkansas, to the  lessee.
The  sale  price for the Partnership's interest in  the  property
will  be approximately $680,000, which will result in a net  gain
of   approximately  $220,000.   As  of  December  31,  1995,  the
Partnership  had received a $20,000 non-refundable earnest  money
deposit  and  recognized  a  gain of  $18,534.   The  Partnership
anticipates the sale will close on March 29, 1996.

        On  January 10, 1996, the Partnership purchased a Denny's
restaurant  in  Greenville,  Texas.   The  purchase   price   was
approximately  $1,000,000.  The property is leased to  Huntington
Restaurants  Group, Inc. under a Lease Agreement with  a  primary
term of 20 years and annual rental payments of $113,625.  Through
December 31, 1995, the Partnership had advanced $867,945 for  the
construction  of  the property and was charging interest  on  the
Note at the rate of 8%.

        On  February  14, 1996, the Partnership purchased  a  20%
interest   in  a  Tractor  Supply  Company  Store  in  Maryville,
Tennessee.   The purchase price was approximately $215,000.   The
property  is  leased  to  Tractor Supply Company  under  a  Lease
Agreement  with  a  primary term of 14 years  and  annual  rental
payments of $22,575.  The remaining interest in the property  was
purchased  by  AEI Real Estate Fund 85-A Limited Partnership,  an
affiliate of the Partnership.


ITEM 1.   DESCRIPTION OF BUSINESS. (Continued)

Major Tenants

        During  1995,  four  of  the Partnership's  lessees  each
contributed  more  than  ten percent of the  Partnership's  total
rental  revenue.  The major tenants in aggregate contributed  85%
of  the  Partnership's  total rental  revenue  in  1995.   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  1996 and future years.  Any failure of these major tenants or
business  concepts 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.  All the properties were acquired on  a  debt-
free  basis and are leased to various tenants under noncancelable
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.


ITEM 2.   DESCRIPTION OF PROPERTIES. (Continued)

        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.

        The  following table is a summary of the properties  that
the Partnership acquired and owned as of December 31, 1995.

                                    Total Property
                       Purchase      Acquisition                  Annual Lease
Property                 Date           Costs         Lessee         Payment

                                                  
Children's World                                  Children's World   
Daycare Center                                        Learning
  Franconia Hills, VA   3/24/87     $  962,069     Centers, Inc.    $ 135,964

JEMCARE
  Haltom City, TX        4/3/87     $  417,213    JEMCARE, Inc.     $  48,592

Children's World
Daycare Center                                        Kids
  Moreno  Valley, CA    5/15/87     $  963,717    Unlimited, Inc.   $ 136,112

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

Zapata's Cantina & Cafe
  Waco, TX                                       Tex-Mex Cocina
   (44.9042%)          12/16/87     $  548,010    of Waco, L.C.     $  24,248

Fuddruckers Restaurant
  St. Louis, MO
   (60%)                3/25/88     $1,138,296   Fuddruckers, Inc.  $ 138,246

Super 8 Motel
  Hot Springs, AR                                    Motel
  (50%)                 4/11/88     $  581,541   Developers, Inc.   $  91,887


        The  properties  listed above with  a  partial  ownership
percentage  are owned with an affiliate of the Partnership.   AEI
Real  Estate  Fund  XVI Limited Partnership  owns  the  remaining
interest  in  the  Zapata's Cantina & Cafe  restaurant  in  Waco,
Texas, the Fuddruckers restaurant in St. Louis, Missouri and  the
Super 8 Motel in Hot Springs, Arizona.


ITEM 2.   DESCRIPTION OF PROPERTIES. (Continued)

        Each  Partnership owns a separate, undivided interest  in
the  properties.   No  specific agreement  or  commitment  exists
between the Partnerships as to the management of their respective
interests in the properties, and the Partnership that holds  more
than  a  50% interest does not control decisions over  the  other
Partnership's interest.

        The  initial  Lease  terms are 20 years  except  for  the
JEMCARE property and the Super 8 Motel (10 years), the Arby's (15
years)  and the Waco property (18 months).  Several of the Leases
contain  renewal  options  which may extend  the  Lease  term  an
additional 9 to 15 years.

        The  Partnership acquired lease guarantee insurance  from
United  Guaranty Commercial Insurance Company of Iowa for two  of
its  Leases,  the  J.T. McCord's in Waco, Texas and  the  daycare
center  in Haltom City, Texas.  The policies insure approximately
80%  of the annual rental payments for a period of ten years  for
the  Haltom  City property and a twelve month period (over  seven
years)  for the Waco property.  The rent guarantee begins  thirty
days  after the occurrence of all the following:  (1) the  lessee
is  at  least thirty days in default in the payment of rent;  (2)
the  lessee has been removed from the property; (3) the  property
has been listed for rent with a real estate broker and "For Rent"
signs  have  been posted on the property; and (4)  certain  other
minor conditions.  Once these conditions have been satisfied, the
Partnership  will receive lease insurance payments  until  either
the property is re-leased or the policy expires.  On December 15,
1994, the J.T. McCord's policy expired.

       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  years.   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 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, 1995, there were 665 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  and  in  no  event,
obligated  to  purchase Units if such purchase would  impair  the
capital or operation of the Partnership.

       During 1995, three Limited Partners redeemed a total of 15
Partnership  Units for $9,341 in accordance with the  Partnership
Agreement.  The Partnership acquired these Units using  Net  Cash
Flow from operations.  In prior years, a total of fifteen Limited
Partners  redeemed  121.5 Partnership  Units  for  $91,798.   The
redemptions increase the remaining Limited Partners' ownership in
the Partnership.

        Cash distributions of $5,291 and $6,992 were made to  the
General  Partners  and $514,532 and $683,596  were  made  to  the
Limited   Partners   in   1995  and  1994,   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  $81,882  and  $205,463  of
proceeds from the Applebee's sale in 1995 and 1994, respectively.
The  distributions reduced the Limited Partners' Adjusted Capital
Contributions.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS.

Results of Operations

       The Partnership's rental income is derived from long-term,
triple net lease agreements on the Partnership's properties.  For
the  years  ended  December 31, 1995 and  1994,  the  Partnership
recognized  rental income of $605,344 and $698,253, respectively.
During the same periods, the Partnership earned investment income
of  $97,006  and $39,816, respectively.  In 1995,  rental  income
decreased  mainly  as the result of the property  sale  discussed
below.   The  decrease in rental income was partially  offset  by
rent  increases  on  four  properties and  additional  investment
income earned on the net proceeds from the property sale.

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

       In May, 1990, Flagship, Inc. (Flagship), the lessee of the
J.T. McCord's property, filed for reorganization, after occupying
the property for approximately five years.  Flagship continued to
operate  the  property  while attempting to  develop  a  plan  of
reorganization which would be acceptable to the bankruptcy  court
and its creditors.  In 1992, it became apparent that Flagship did
not  have  the  financial resources to operate  the  property  in
compliance  with  the  Lease.  In March, 1993,  the  Partnership,
along  with affiliated Partnerships which own other J.T. McCord's
properties,  filed  its own plan of reorganization  (the  "Plan")
with  the  Court.   That Plan provided for  an  assignee  of  the
Partnerships  (a replacement tenant) to purchase  the  assets  of
Flagship  and  operate the restaurants with financial  assistance
from  the  Partnerships.  This Plan was  expected  to  allow  the
Partnerships to avoid closing these properties, allow  operations
to  continue  uninterrupted, and avoid further costly  litigation
with  Flagship and its creditors.  The Plan was confirmed by  the
Court  and  the  creditors April 16, 1993  and  became  effective
July20, 1993.  At that time, various claims between Flagship  and
the   Partnership  were  dismissed.   On  April  21,  1993,   the
Partnership's assignee, WIM, Inc. (WIM), took over management  of
the restaurants.

        To  entice WIM to operate the restaurants and enter  into
the  Lease Agreements, the Partnership provided funds to renovate
the  restaurants and paid for operating expenses.   However,  WIM
was  not able to operate the properties profitably and was unable
to make rental payments as provided in the Lease Agreements.  The
Partnership's  share of renovation and operating expenses  during
this  period  was $230,226.  To reduce expenses and minimize  the
losses  produced by the property, the Waco restaurant was  closed
and  listed for sale or lease.  While the property was being  re-
leased, the Partnership was responsible for the real estate taxes
and other costs required to maintain the property.

        As  part  of the Plan, the Partnerships, which own  these
properties,  were  responsible  for  an  annual  payment  to  the
Creditors  Trust  of approximately $110,000  for  the  next  five
years.   The  Partnership's  share  of  the  annual  payment  was
$16,465.   In  1994, the Partnership expensed $71,520  to  record
this   liability   and  administrative  costs  related   to   the
bankruptcy.

       In 1995, the Partnership negotiated a settlement, with the
trustee,  for a lump sum payment of the minimum amount  due  over
the remaining term of the Plan for release of the Partnership and
WIM   from   any   other  financial  obligations  and   reporting
requirements  to  the  trustee.  The settlement  of  $50,891  was
completed in the fourth quarter of 1995.

        In June 1995, the Partnership re-leased the Waco property
to  Tex-Mex  Cocina  of  Waco, L.C.  The Lease  Agreement  has  a
primary term of eighteen months with an annual rental payment  of
$24,248.  The Partnership could also receive additional  rent  if
gross   receipts  from  the  property  exceed  certain  specified
amounts.  The Lease contains renewal options which may extend the
lease  term an additional 10 years.  The property is now operated
as a Zapata's Cantina & Cafe.

       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 base rent from the current annual
rent  of  $163,550  to $138,246.  The Partnership  could  receive
additional rent in the future if 10% of gross receipts  from  the
property  exceed the base rent.  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  will be recognized as income over the remainder  of  the
Lease  term,  which expires January 31, 2008, using the  straight
line  method.   Fuddruckers, Inc. is owned by DAKA International,
which has a net worth in excess of $64 million, making it a  much
higher credit lessee than the original lessee.


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

        During  the years ended December 31, 1995 and  1994,  the
Partnership   paid   Partnership   administration   expenses   to
affiliated parties of $116,626 and $133,552, 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  $36,853 and $358,397, 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.  The  decrease
in  these expenses in 1995, when compared to 1994, is the  result
of  expenses  incurred  in  1994 related  to  the  J.T.  McCord's
situation discussed above.

       As of December 3l, 1995, the Partnership's annualized cash
distribution  rate  was  7.0%,  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.

Liquidity and Capital Resources

        During  1995,  the Partnership's cash balances  decreased
$998,513  mainly  as  the  result  of  cash  advanced   for   the
construction of a property discussed below.  Net cash provided by
operating activities decreased from $475,262 in 1994 to  $435,313
in  1995.   In  1995,  net cash income before depreciation,  when
compared to 1994, increased by approximately $313,000.  In  1994,
net  cash income before depreciation was depressed mainly due  to
property  management  expenses  incurred  related  to  the   J.T.
McCord's  situation  discussed above. The increase  in  net  cash
income  before depreciation was offset by net timing  differences
in the collection of payments from the lessees and the payment of
expenses  by  the  Partnership,  which  resulted  in  an  overall
decrease in net cash provided by operating activities in 1995.

        In  1994,  net cash provided by investing activities  was
$1,704,159,  mostly as the result of the sale of  the  Applebee's
restaurant.  In 1995, net cash used for investing activities  was
$869,844, as the proceeds from the property sale were invested in
the construction of a new property for the Partnership.

        In June, 1994, the lessee of the Applebee's restaurant in
Hilton  Head,  South Carolina, exercised an option in  the  Lease
Agreement to purchase the property.  On July 29, 1994,  the  sale
closed  with  the  Partnership receiving  net  sale  proceeds  of
$1,667,500 which resulted in a net gain of $662,651.  At the time
of  sale,  the cost and related accumulated depreciation  of  the
property was $1,212,379 and $207,530, respectively.  A portion of
the  net  sale  proceeds was used to pay off the  bank  note  and
satisfy  the  mortgage  on  the  property  discussed  below.   In
October,  1994,  the  Managing  General  Partner  filed  a  proxy
statement  to  propose  an amendment to the  Limited  Partnership
Agreement  that would allow the Partnership to reinvest  the  net
proceeds in additional properties.  The Amendment passed  with  a
majority of Units voting in favor of the Amendment.


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

       In July 1995, the Partnership entered into an agreement to
sell  the Super 8 Motel in Hot Springs, Arkansas, to the  lessee.
The  sale  price for the Partnership's interest in  the  property
will  be approximately $680,000, which will result in a net  gain
of   approximately  $220,000.   As  of  December  31,  1995,  the
Partnership  had received a $20,000 non-refundable earnest  money
deposit  and  recognized  a  gain of  $18,534.   The  Partnership
anticipates the sale will close on March 29, 1996.

        During 1995 and 1994, the Partnership distributed $82,709
and  $207,539 of the net sale proceeds to the Limited and General
Partners as part of their regular quarterly distributions,  which
represented a return of capital of $11.10 and $27.84 per  Limited
Partnership  Unit, respectively.  The majority of  the  remaining
net proceeds were reinvested in additional properties.

        On  January 10, 1996, the Partnership purchased a Denny's
restaurant  in  Greenville,  Texas.   The  purchase   price   was
approximately  $1,000,000.  The property is leased to  Huntington
Restaurants  Group, Inc. under a Lease Agreement with  a  primary
term of 20 years and annual rental payments of $113,625.  Through
December 31, 1995, the Partnership had advanced $867,945 for  the
construction  of  the property and was charging interest  on  the
Note at the rate of 8%.

      On  February  14,  1996, the Partnership  purchased  a  20%
interest   in  a  Tractor  Supply  Company  Store  in  Maryville,
Tennessee.   The purchase price was approximately $215,000.   The
property  is  leased  to  Tractor Supply Company  under  a  Lease
Agreement  with  a  primary term of 14 years  and  annual  rental
payments of $22,575.  The remaining interest in the property  was
purchased  by  AEI Real Estate Fund 85-A Limited Partnership,  an
affiliate 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.   In  1994, the Partnership paid distributions at  an  8.5%
rate   which  resulted  in  distributions  to  the  Partners   of
approximately   $690,000.    Effective   April   1,   1995,   the
distribution rate was reduced to 6.5% and then increased to  7.0%
effective  December 1, 1995, which resulted in  distributions  to
the Partners of approximately $520,000.

        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  and  in  no  event,
obligated  to  purchase Units if such purchase would  impair  the
capital or operations of the Partnership.

       During 1995, three Limited Partners redeemed a total of 15
Partnership  Units for $9,341 in accordance with the  Partnership
Agreement.  The Partnership acquired these Units using  Net  Cash
Flow from operations.  In prior years, a total of fifteen Limited
partners  redeemed  121.5 Partnership  Units  for  $91,798.   The
redemptions increase the remaining Limited Partners' ownership in
the Partnership.


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

        On January 31, 1994, the Partnership entered into a five-
year bank term Note for $134,713 with interest equal to the prime
rate plus one half percent.  Proceeds from the Note were advanced
to  WIM  for  renovation  and  other restaurant  operating  costs
related  to the J.T. McCord's property.  The Partnership provided
a  mortgage  and  a Lease Assignment Agreement on its  Applebee's
restaurant in Hilton Head, South Carolina as collateral  for  the
loan.  On July 29, 1994, the Partnership sold the property and  a
portion  of  the net proceeds was used to pay off the outstanding
principal balance of the bank Note and satisfy the mortgage.   In
1994, interest expense on the Note was $3,561.

      The  continuing rent payments from the properties, together
with  cash generated from the property sales, should be  adequate
to  fund  continuing  distributions and  meet  other  Partnership
obligations on both a short-term and long-term basis.


ITEM 7.   FINANCIAL STATEMENTS.


       See accompanying Index to Financial Statements.
                                
                                
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  INDEX TO FINANCIAL STATEMENTS




                                                       

Independent Auditor's Report                            

Balance Sheet as of December 31, 1995 and 1994          

Statements for the Years Ended December 31, 1995 and 1994:

     Income                                             

     Cash Flows                                         

     Changes in Partners' Capital                       

Notes to Financial Statements                      

                                


                                
                  INDEPENDENT AUDITOR'S REPORT





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, 1995 and 1994 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,
1995  and  1994, and the results of its operations and  its  cash
flows  for  the  years then ended, in conformity  with  generally
accepted accounting principles.






Minneapolis,  Minnesota       /s/ Boulay, Heutmaker, Zibell & Co. P.L.L.P.
February 6, 1996              Certified Public Accountants



<PAGE>
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                                
                          BALANCE SHEET
                                
                           DECEMBER 31
                                
                             ASSETS
                                
                                                      1995         1994

CURRENT ASSETS:
  Cash                                           $   609,623   $ 1,608,136
  Receivables                                         36,412        22,721
                                                  -----------   -----------
      Total Current Assets                           646,035     1,630,857
                                                  -----------   -----------
INVESTMENTS IN REAL ESTATE:
  Land                                             1,489,902     1,489,902
  Buildings and Equipment                          3,707,369     3,707,369
  Construction Advances                              867,945             0
  Property Acquisition Costs                          20,433             0
  Accumulated Depreciation                        (1,278,079)   (1,125,200)
                                                  -----------   -----------
      Net Investments in Real Estate               4,807,570     4,072,071
                                                  -----------   -----------
          Total Assets                           $ 5,453,605   $ 5,702,928
                                                  ===========   ===========
                                
                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.           $    29,450    $   55,939
  Distributions Payable                              109,176       143,994
  Current Portion of Contract Payable                      0         8,681
  Deferred Income                                     15,480        15,480
                                                  -----------    -----------
      Total Current Liabilities                      154,106       224,094
                                                  -----------    -----------

CONTRACT PAYABLE - Net of Current Portion                  0        46,232

DEFERRED INCOME - Net Of Current Portion             171,577       187,057

PARTNERS' CAPITAL (DEFICIT):
  General Partners                                   (12,182)      (11,006)
  Limited Partners, $1,000 Unit value;
     7,500 Units authorized and issued;
     7,364 and 7,379 outstanding in 1995
     and 1994, respectively                        5,140,104     5,256,551
                                                  -----------   -----------
      Total Partners' Capital                      5,127,922     5,245,545
                                                  -----------   -----------
        Total Liabilities and Partners' Capital  $ 5,453,605   $ 5,702,928
                                                  ===========   ===========

                                
 The accompanying notes to financial statements are an integral
                     part of this statement.

<PAGE>

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                                
                       STATEMENT OF INCOME
                                
                 FOR THE YEARS ENDED DECEMBER 3l


                                                1995            1994

INCOME:
  Rent                                      $  605,344      $  698,253
  Investment Income                             97,006          39,816
                                             ----------      ----------
      Total Income                             702,350         738,069
                                             ----------      ----------

EXPENSES:
  Partnership Administration - Affiliates      116,626         133,552
  Partnership Administration and Property
     Management - Unrelated Parties             36,853         358,397
  Interest                                       2,985          13,483
  Depreciation                                 152,879         169,870
                                             ----------      ----------
      Total Expenses                           309,343         675,302
                                             ----------      ----------

OPERATING  INCOME                              393,007          62,767

GAIN ON SALE OF REAL ESTATE                     18,534         662,651
                                             ----------      ----------

NET INCOME                                  $  411,541      $  725,418
                                             ==========      ==========

NET INCOME ALLOCATED:
  General Partners                          $    4,115      $    7,254
  Limited Partners                             407,426         718,164
                                             ----------      ----------
                                            $  411,541      $  725,418
                                             ==========      ==========

NET INCOME PER LIMITED PARTNERSHIP UNIT
(7,375 and 7,388 weighted average Units 
Outstanding in 1995 and 1994, respectively) $    55.24      $    97.21
                                             ==========      ==========




 The accompanying notes to financial statements are an integral
                     part of this statement.

<PAGE>
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                                
                     STATEMENT OF CASH FLOWS
                                
                 FOR THE YEARS ENDED DECEMBER 31

                                                      1995           1994
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                      $  411,541     $  725,418

  Adjustments To Reconcile Net Income
  To Net Cash Provided By Operating Activities:
     Depreciation                                    152,879        169,870
     Gain on Sale of Real Estate                     (18,534)      (662,651)
     Increase in Receivables                         (13,691)        (2,292)
     Increase (Decrease) in Payable to
         AEI Fund Management, Inc.                   (26,489)        10,508
     Increase (Decrease) in Contract Payable         (54,913)        54,913
     Decrease in Security Deposit                          0        (23,041)
     Increase (Decrease) in Deferred Income          (15,480)       202,537
                                                   -----------    -----------
       Total Adjustments                              23,772       (250,156)
                                                   -----------    -----------
       Net Cash Provided By
           Operating Activities                      435,313        475,262
                                                   -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Investments in Real Estate                        (888,378)             0
  Proceeds from Sale of Real Estate                   18,534      1,667,500
  Decrease in Long Term Receivable                         0         36,659
                                                   -----------    -----------
       Net Cash Provided By (Used For)
          Investing Activities                      (869,844)     1,704,159
                                                   -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (Decrease) in Distributions Payable       (34,818)        41,381
  Distributions to Partners                         (519,729)      (690,501)
  Redemption Payments                                 (9,435)        (8,652)
                                                   -----------    -----------
       Net Cash Used For
          Financing Activities                      (563,982)      (657,772)
                                                   -----------    -----------

NET INCREASE (DECREASE) IN CASH                     (998,513)     1,521,649

CASH, beginning of period                          1,608,136         86,487
                                                   -----------    -----------
CASH, end of period                               $  609,623     $1,608,136
                                                   ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Interest Paid During The Year                   $    4,025     $   12,443
                                                   ===========    ===========

 The accompanying notes to financial statements are an integral
                     part of this statement.

<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, 1993  $ (11,268)  $ 5,230,548  $ 5,219,280   7,391.05

  Distributions                (6,905)     (683,596)    (690,501)

  Redemption Payments             (87)       (8,565)      (8,652)    (12.50)

  Net Income                    7,254       718,164      725,418
                             ----------  -----------  -----------  ----------
BALANCE, December 31, 1994    (11,006)    5,256,551    5,245,545   7,378.55

  Distributions                (5,197)     (514,532)    (519,729)

  Redemption Payments             (94)       (9,341)      (9,435)    (15.00)

  Net Income                    4,115       407,426      411,541
                             ----------  -----------  -----------  ----------
BALANCE, December 31, 1995  $ (12,182)  $ 5,140,104  $ 5,127,922   7,363.55
                             ==========  ===========  ===========  ==========




 The accompanying notes to financial statements are an integral
                     part of this statement.

<PAGE>


           AEI REAL ESTATE FUND XV LIMITED PARTNERSHlP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1995 and 1994
                                
(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 of the Partnership.  Robert P. Johnson,  the
     President  and  sole  shareholder  of  AFM,  serves  as  the
     Individual General Partner of the Partnership.  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.   The  Partnership's  offering
     terminated on December30, 1986 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 the  operation
     of the Partnership, 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 the Partnership's 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, 1995 and 1994

(1)  Organization - (Continued)

     For  tax  purposes,  profits  from  operations,  other  than
     profits  attributable  to  the  sale,  exchange,  financing,
     refinancing   or  other  disposition  of  the  Partnership's
     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  Partnership
     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 the Partnership's 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, 1995 and 1994


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

       Given that the Partnership has had limited success in  its
       efforts to lease or dispose of certain properties,  it  is
       reasonably  possible that the Partnership's estimate  that
       it  will  recover the carrying amount of these  properties
       from  future operations or sales will change in  the  near
       term.
       
     Cash Concentrations of Credit Risk
     
       At  times  throughout  the year,  the  Partnership's  cash
       deposited  in  financial  institutions  may  exceed   FDIC
       insurance limits.
     
     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 Financial Accounting Standards
       Board  has issued Statement No. 121, "Accounting  for  the
       Impairment of Long-Lived Assets and for Long-Lived  Assets
       to   be   Disposed   Of"  which  is  effective   for   the
       Partnership's  fiscal year ended December 31,  1996.   The
       Partnership  regularly reviews the carrying value  of  its
       properties  and  will  reduce  properties  to  their   net
       realizable value as needed.  Adoption of Statement 121  is
       not   expected   to  have  a  material   effect   on   the
       Partnership's operations.
       
       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.
       
       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.

                                
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1995 and 1994

(3)  Related Party Transactions -

     In 1987, the Partnership acquired a 44.9042% interest in the
     restaurant   in  Waco,  Texas.   In  1988,  the  Partnership
     acquired  a  50%  interest in the Super 8 Motel  and  a  60%
     interest  in  the  Fuddruckers  restaurant.   The  remaining
     interests  in these properties are owned by an affiliate  of
     the   Partnership,   AEI  Real  Estate  Fund   XVI   Limited
     Partnership.
     
     Each Partnership owns a separate, undivided interest in  the
     properties.   No  specific agreement  or  commitment  exists
     between  the  Partnerships as to  the  management  of  their
     respective  interests in the properties, and the Partnership
     that  holds  more  than  a  50% interest  does  not  control
     decisions  over  the  other  Partnership's  interest.    The
     financial   statements  reflect  only   this   Partnership's
     percentage  share  of  the properties'  land,  building  and
     equipment, liabilities, revenues and expenses.
     
     AFM and AEI received the following compensation and
     reimbursements for costs and expenses from the Partnership:


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

                                                             1995        1994

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.     $ 116,626  $ 133,552
                                                           ========   ========

b. AEI and AFM are reimbursed for all direct expenses
   they have paid on the Partnership's behalf to third parties.
   These expenses included printing costs, legal and filing
   fees, direct administrative costs, outside audit and
   accounting costs, taxes, insurance and other property
   costs.  In 1994, this amount included $301,746 of
   property operating and renovation costs related to the
   J.T. McCord's property as discussed in Note 4.         $  36,853  $ 358,397
                                                           ========   ========

c. AEI is reimbursed for all property acquisition costs 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 $14,210 for 1995.         $  20,433  $       0 
                                                           ========   ========
     
     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.

     
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1995 and 1994

(4)  Investments in Real Estate -

     The  Partnership  leases its properties to  various  tenants
     through   non-cancelable  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 and the Super 8 Motel (10 years),
     the Arby's (15 years) and the Waco property discussed below.
     Several of the Leases have 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 restaurant in Waco,
     Texas was constructed in 1980 and enlarged in 1982 and 1983.
     The JEMCARE Learning Center was constructed in 1986.  All of
     the remaining buildings were newly-constructed in 1987.  The
     Partnership acquired all of the properties during  1987  and
     1988.   There have been no costs capitalized as improvements
     subsequent to the acquisitions.
     
     The   cost   of   the  properties  and  related  accumulated
     depreciation at December 31, 1995 are as follows:

                                       Buildings and             Accumulated
Property                     Land        Equipment      Total    Depreciation

Children's World,
  Franconia Hills, VA    $  165,952   $  796,117    $  962,069   $  267,601
JEMCARE Learning Center
  Haltom City, TX           132,925      284,288       417,213      118,650
Children's World,
  Moreno Valley, CA         187,858      775,859       963,717      282,529
Arby's, Marshall, MI        120,499      465,926       586,425      165,521
Zapata's, Waco, TX          183,929      364,081       548,010      122,965
Fuddruckers, St. Louis, MO  593,703      544,593     1,138,296      190,226
Super 8 Motel,
  Hot Springs, AR           105,036      476,505       581,541      130,587
                          ----------   ----------    ----------   ----------
                         $1,489,902   $3,707,369    $5,197,271   $1,278,079
                          ==========   ==========    ==========   ==========


                                
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1995 and 1994

(4)  Investments in Real Estate - (Continued)
     
     In  May, 1990, Flagship, Inc. (Flagship), the lessee of  the
     J.T.  McCord's  property,  filed for  reorganization,  after
     occupying   the  property  for  approximately  five   years.
     Flagship  continued to operate the property while attempting
     to   develop  a  plan  of  reorganization  which  would   be
     acceptable  to  the bankruptcy court and its creditors.   In
     1992,  it  became apparent that Flagship did  not  have  the
     financial  resources to operate the property  in  compliance
     with the lease.  In March, 1993, the Partnership, along with
     affiliated   Partnerships  which  also  own  J.T.   McCord's
     properties,  filed  its  own  plan  of  reorganization  (the
     "Plan")  with the Court.  That Plan provided for an assignee
     of  the Partnerships (a replacement tenant) to purchase  the
     assets   of  Flagship  and  operate  the  restaurants   with
     financial assistance from the Partnerships.  This  Plan  was
     expected  to  allow the Partnerships to avoid closing  these
     properties, allow operations to continue uninterrupted,  and
     avoid  further  costly  litigation  with  Flagship  and  its
     creditors.   The  Plan was confirmed by the  Court  and  the
     creditors April 16, 1993 and became effective July20,  1993.
     At  that  time,  various  claims between  Flagship  and  the
     Partnership  were  dismissed.   On  April  21,   1993,   the
     Partnership's   assignee,  WIM,  Inc.   (WIM),   took   over
     management of the restaurants.
     
     To  entice WIM to operate the restaurants and enter into the
     Lease Agreements, the Partnership provided funds to renovate
     the  restaurants and paid for operating expenses.   However,
     WIM  was  not able to operate the properties profitably  and
     was  unable to make rental payments as provided in the Lease
     Agreements.   The  Partnership's  share  of  renovation  and
     operating  expenses during this period was  $230,226,  which
     was  included  in  Partnership Administration  and  Property
     Management  -  Unrelated Parties.  To  reduce  expenses  and
     minimize  the  losses  produced by the  property,  the  Waco
     restaurant  was closed and listed for sale or lease.   While
     the  property  was  being  re-leased,  the  Partnership  was
     responsible  for  the  real estate  taxes  and  other  costs
     required to maintain the property.
     
     As  part  of  the  Plan, the Partnerships, which  own  these
     properties,  were responsible for an annual payment  to  the
     Creditors Trust of approximately $110,000 for the next  five
     years.   The  Partnership's share of the annual payment  was
     $16,465.   In  1994,  the Partnership  expensed  $71,520  to
     record  this liability and administrative costs  related  to
     the bankruptcy.
     
     In  1995, the Partnership negotiated a settlement, with  the
     trustee,  for a lump sum payment of the minimum  amount  due
     over  the  remaining  term of the Plan for  release  of  the
     Partnership and WIM from any other financial obligations and
     reporting  requirements to the trustee.  The  settlement  of
     $50,891 was completed in the fourth quarter of 1995.
     
     In June 1995, the Partnership re-leased the Waco property to
     Tex-Mex  Cocina  of Waco, L.C.  The Lease  Agreement  has  a
     primary  term  of  eighteen months  with  an  annual  rental
     payment  of  $24,248.  The Partnership  could  also  receive
     additional  rent if gross receipts from the property  exceed
     certain  specified  amounts.   The  Lease  contains  renewal
     options  which  may extend the lease term an  additional  10
     years.  The property is now operated as a Zapata's Cantina &
     Cafe.
     
                                
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1995 and 1994

(4)  Investments in Real Estate - (Continued)
     
     In  June,  1994, the lessee of the Applebee's restaurant  in
     Hilton  Head,  South Carolina, exercised an  option  in  the
     Lease Agreement to purchase the property.  On July 29, 1994,
     the  sale  closed  with the Partnership receiving  net  sale
     proceeds  of  $1,667,500 which resulted in  a  net  gain  of
     $662,651.   At  the  time  of sale,  the  cost  and  related
     accumulated depreciation of the property was $1,212,379  and
     $207,530, respectively.  A portion of the net sale  proceeds
     was  used  to pay off the bank note and satisfy the mortgage
     on  the property as discussed in Note 6.  In October,  1994,
     the  Managing  General Partner filed a  proxy  statement  to
     propose  an  amendment to the Limited Partnership  Agreement
     that  would  allow  the  Partnership  to  reinvest  the  net
     proceeds  in  additional properties.  The  Amendment  passed
     with a majority of Units voting in favor of the Amendment.
     
     In  July 1995, the Partnership entered into an agreement  to
     sell  the  Super  8 Motel in Hot Springs, Arkansas,  to  the
     lessee.   The  sale price for the Partnership's interest  in
     the  property  will  be approximately $680,000,  which  will
     result  in  a  net  gain of approximately $220,000.   As  of
     December  31, 1995, the Partnership had received  a  $20,000
     non-refundable earnest money deposit and recognized  a  gain
     of $18,534.  The Partnership anticipates the sale will close
     on March 29, 1996.
     
     During  1995  and 1994, the Partnership distributed  $82,709
     and  $207,539  of the net sale proceeds to the  Limited  and
     General   Partners  as  part  of  their  regular   quarterly
     distributions,  which  represented a return  of  capital  of
     $11.10   and   $27.84   per   Limited   Partnership    Unit,
     respectively.   The majority of the remaining  net  proceeds
     were reinvested in additional properties.
     
     On  January  10, 1996, the Partnership purchased  a  Denny's
     restaurant  in  Greenville, Texas.  The purchase  price  was
     approximately  $1,000,000.   The  property  is   leased   to
     Huntington  Restaurants Group, Inc. under a Lease  Agreement
     with  a  primary term of 20 years and annual rental payments
     of $113,625.  Through December 31, 1995, the Partnership had
     advanced  $867,945 for the construction of the property  and
     was charging interest on the Note at the rate of 8%.
     
     On  February  14,  1996,  the Partnership  purchased  a  20%
     interest  in  a  Tractor Supply Company store in  Maryville,
     Tennessee.   The purchase price was approximately  $215,000.
     The  property  is leased to Tractor Supply Company  under  a
     Lease  Agreement with a primary term of 14 years and  annual
     rental  payments of $22,575.  The remaining interest in  the
     property was purchased by AEI Real Estate Fund 85-A  Limited
     Partnership,   an   affiliate  of  the   Partnership.    The
     Partnership has incurred net costs of $20,433 related to the
     acquisition  of  the  properties.   The  costs   have   been
     capitalized  and  will be allocated to  land,  building  and
     equipment.
     
                                
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1995 and 1994


(4)  Investments in Real Estate - (Continued)
     
     The  minimum future rental on the non-cancelable Leases  for
     years subsequent to December31, 1995 are as follows:

                       1996           $  609,787
                       1997              575,736
                       1998              512,471
                       1999              479,320
                       2000              480,205
                       Thereafter      2,957,395
                                       ---------
                                      $5,614,914
                                       =========

     The Partnership recognized contingent rents in 1995 and 1994
     of $10,909 and $23,020, 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
     base  rent  from  the  current annual rent  of  $163,550  to
     $138,246.  The Partnership could receive additional rent  in
     the future if 10% of gross receipts from the property exceed
     the  base  rent.  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
     will be recognized as income over the remainder of the Lease
     term,  which  expires January 31, 2008, using  the  straight
     line  method.   As  of  December  31,  1995  and  1994,  the
     Partnership recognized $23,220 and $7,740, respectively,  of
     this payment as income.
     
(6)  Long-Term Debt -
     
     On  January 31, 1994, the Partnership entered into  a  five-
     year  bank term Note for $134,713 with interest at the prime
     rate  plus  one half percent.  Proceeds from the  Note  were
     advanced  to  WIM for renovation and other restaurant  costs
     related  to  the  J.T. McCord's property.   The  Partnership
     provided a mortgage and a Lease Assignment Agreement on  the
     Applebee's  restaurant located on Hilton Head Island,  South
     Carolina  as collateral for the loan.  On July 29,  1994,  a
     portion  of the net proceeds from the sale of the Applebee's
     property  was  used  to  pay off the  outstanding  principal
     balance of the bank Note and satisfy the mortgage.  In 1994,
     interest expense on the Note was $3,561.
     
     
     

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1995 and 1994


(7)  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 who individually generate
     10% or more of total rent revenue:

                                                      1995         1994

      Tenants                       Industry

     Children's World
        Learning Centers, Inc.     Child Care       $  270,417   $  263,888
     Fuddruckers Inc.              Restaurant          153,727      158,280
     Apple South, Inc.             Restaurant                0       99,166
     Motel Developers, Inc.        Motel                90,709       87,220
                                                     ----------   ----------

     Aggregate rent revenue of major tenants        $  514,853   $  608,554
                                                     ==========   ==========

     Aggregate rent revenue of major tenants as
     a percentage of total rent revenue                    85%          87%
                                                     ==========   ==========

(8)  Partners' Capital -

     Cash  distributions of $5,291 and $6,992 were  made  to  the
     General Partners and $514,532 and $683,596 were made to  the
     Limited  Partners for the years ended December 31, 1995  and
     1994,  respectively.   The  Limited Partners'  distributions
     represent  $69.77  and $92.53 per Limited  Partnership  Unit
     outstanding using 7,375 and 7,388 weighted average Units  in
     1995  and  1994, respectively.  The distributions  represent
     $53.97 and $92.53 per Unit of Net Income and $15.80 and $-0-
     per  Unit of return of contributed capital in 1995 and 1994,
     respectively.
     
     As  part  of  the  Limited  Partner distributions  discussed
     above,  the Partnership distributed $81,882 and $205,463  of
     proceeds  from  the  Applebee's  sale  in  1995  and   1994,
     respectively.    The  distributions  reduced   the   Limited
     Partners' Adjusted Capital Contributions.
     
     Distributions  of  Net  Cash Flow to  the  General  Partners
     during  1995  and  1994  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.
     

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1995 and 1994


(8)  Partners' Capital - (Continued)

     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 the year  and  in  no  event,
     obligated  to  purchase Units if such purchase would  impair
     the capital or operation of the Partnership.
     
     During 1995, three Limited Partners redeemed a total  of  15
     Partnership  Units  for  $9,341  in  accordance   with   the
     Partnership Agreement.  The Partnership acquired these Units
     using Net Cash Flow from operations.  In 1994, three Limited
     Partners  redeemed  a  total of 12.5 Partnership  Units  for
     $8,565   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
     $979.51 per original $1,000 invested.


           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1995 and 1994

                                
(9)  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:

     
                                                    1995          1994
     
     Net Income For Financial
      Reporting Purposes                         $ 411,541     $  725,418
     
     Depreciation for Tax Purposes
      Under Depreciation For Financial
      Reporting Purposes                            38,449         47,737
     
     Income Accrued for Tax Purposes Over
      (Under) Income For Financial
      Reporting Purposes                           (15,480)       147,743
     
     Property Expenses For Tax Purposes (Over)
      Under Expenses For Financial Reporting
      Purposes                                     (54,913)       108,612
     
     Gain on Sale of Real Estate for Tax Purposes
      Over Gain for Financial Reporting Purposes         0            812
                                                 ----------     ----------
           Taxable Income to Partners           $  379,597     $1,030,322
                                                 ==========     ==========
     
     
                                
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                                
                  NOTES TO FINANCIAL STATEMENTS
                                
                   DECEMBER 31, 1995, AND 1994


(9)  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
     December31:
     
                                                      1995          1994
     
     Partners' Capital For
      Financial Reporting Purposes               $ 5,127,922    $ 5,245,545
     
     Depreciation For Tax Purposes
      Under Depreciation For Financial
      Reporting Purposes                              53,589         15,140
     
     Capitalized Start-Up Costs
      Under Section 195                              152,848        152,848
     
     Amortization of Start-Up and
      Organization Costs                            (165,254)      (165,254)
     
     Income Accrued For Tax Purposes Over
      Income For Financial
      Reporting Purposes                             187,057        202,537
     
     Property Expenses For Tax Purposes
      Under Expenses For Financial Reporting
      Purposes                                        56,596        111,510
     
     Gain on Sale of Real Estate for Tax Purposes
      Over Gain for Financial Reporting Purposes         812            812
     
     Organization and Syndication Costs
      Treated as Reduction of Capital
      For Financial Reporting Purposes             1,067,225      1,067,225
                                                  -----------    -----------
           Partners' Capital For
              Tax Reporting Purposes             $ 6,480,795    $ 6,630,363
                                                  ===========    ===========
     
                                
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                                
                  NOTES TO FINANCIAL STATEMENTS
                                
                   DECEMBER 31, 1995, AND 1994

(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, 1995:
     
                                                      1995
                                             Carrying       Fair
                                              Amount       Value
     
     Cash                                   $ 609,623    $ 609,623
     Construction Advances                    867,945      867,945
     
     The  carrying  values  of  cash  and  construction  advances
     approximate fair values.
     
     

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 51, 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 March, 1997.  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
Incorporated,  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 other limited partnerships.

        Mark  E.  Larson,  age 43, is Executive  Vice  President,
Treasurer  and  Chief Financial Officer and has been  elected  to
continue  in these positions until March, 1997.  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 March, 1997.  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.

        AFM, the Managing General Partner of the Partnership, and
Robert  P.  Johnson, its Individual General Partner,  contributed
$1,000 in total for their interest in the registrant.  See Item 1
for  a discussion of their share of the registrant's profits  and
losses.   During  1989, AFM purchased three  Limited  Partnership
Units  (less  than 1% of the Units outstanding)  from  a  Limited
Partner.

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  on  Page  21  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

                    27     Financial Data Schedule
                           for year ended December 31, 1995.

            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 21, 1996              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 21, 1996
Robert P. Johnson      and Sole Director of Managing General
                       Partner

/s/ Mark E. Larson     Executive Vice President, Treasurer      March 21, 1996
Mark E. Larson         and Chief Financial Officer