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

                           FORM 10-KSB

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

          For the Fiscal Year Ended:  December 31, 2002

                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.

The  Issuer's  revenues  for year ended December  31,  2002  were
$688,828.

As  of  February 28, 2003, there were 7,215.33 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 $7,215,330.
               DOCUMENTS INCORPORATED BY REFERENCE

 The registrant has not incorporated any documents by reference
                        into this report.

         Transitional Small Business Disclosure Format:

                          Yes      No  [X]

                             PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

         AEI   Real  Estate  Fund  XV  Limited  Partnership  (the
"Partnership" or the "Registrant") is a limited partnership which
was  organized pursuant to the laws of the State of  Delaware  on
October  3,  1986.   The  registrant is  comprised  of  AEI  Fund
Management  86-A, Inc. (AFM) as Managing General Partner,  Robert
P.  Johnson 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 15 to 20 years.  The leases provide for  base
annual  rental  payments,  payable in monthly  installments,  and
contain  rent  clauses which entitle the Partnership  to  receive
additional rent in future years based on stated rent increases or
if  gross  receipts  for  the property exceed  certain  specified
amounts, among other conditions.

        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  may  be  granted  options  to
purchase the property at a formula price, which would exceed  the
original  cost.  The actual sale price of a property to a  lessee
may or may not exceed original cost depending on market and other
conditions.

ITEM 1.   DESCRIPTION OF BUSINESS.  (Continued)

        On  May 8, 2000, the Partnership purchased a 22% interest
in  a parcel of land in Austin, Texas for $299,200.  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 advanced funds to RI for the construction
of a Razzoo's restaurant on the site.  Initially, the Partnership
charged  interest on the advances at a rate of  8.5%.   Effective
October  4,  2000  and  April 15, 2001,  the  interest  rate  was
increased  to  9.75% and 15%, respectively.  On  June  27,  2001,
after  the  development was completed, the  Lease  Agreement  was
amended  to  require  annual rental  payments  of  $69,970.   The
Partnership's share of the total acquisition costs, including the
cost  of the land, was $714,689.  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.

       In May 2001, Huntington Restaurants Group, Inc. (HRG), the
lessee  of the Denny's restaurant in Greenville, Texas,  notified
the  Partnership that it was experiencing financial problems  and
would  not make the lease payments while they worked out  a  plan
which  would  enable them to continue operations without  seeking
bankruptcy protection.  For the years ended December 31, 2002 and
2001, HRG owed $127,196 and $72,912 for past due rent, which  was
not accrued for financial reporting purposes.  For the year ended
December  31,  2002,  the Partnership incurred  $53,514  of  real
estate  tax  expense related to 2001 and 2002 taxes  due  on  the
property.   Due to the uncertainty of collection, the Partnership
expensed the taxes, which are normally the responsibility of  the
lessee.

        As  of  June  30,  2002, based on an analysis  of  market
conditions in the area, it was determined the fair value  of  the
Denny's  restaurant was approximately $700,000.   In  the  second
quarter  of  2002,  a  charge  to  operations  for  real   estate
impairment  of  $171,397 was recognized which is  the  difference
between  the  book  value at June 30, 2002 of  $871,397  and  the
estimated  fair  value  of $700,000.   The  charge  was  recorded
against the cost of the land, building and equipment.

        In  November  2002,  HRG closed  the  restaurant  due  to
continuing operating losses and indicated that if HRG was  forced
to  file  for bankruptcy protection, the Lease would be rejected.
After reviewing the financial condition of HRG and its owners and
the  operating  results of the property, in  December  2002,  the
Partnership  reached a settlement with the parties  to  terminate
the Lease and release the owners from their Lease guarantee.  The
Partnership  received a cash payment of $66,896  and  a  $100,000
Promissory  Note from HRG, which was guaranteed  by  its  owners.
The  Partnership applied $28,963 of the payment against the  real
estate   tax  expense  discussed  above.   The  balance  of   the
settlement consideration of $137,933 is shown as Lease Settlement
on  the  Income  Statement.  While the property  is  vacant,  the
Partnership is responsible for real estate taxes and other  costs
required to maintain the property.

        On  December  30, 2002, the Partnership entered  into  an
agreement to sell the property for $500,000 to an unrelated third
party.  In the fourth quarter of 2002, a charge to operations for
real estate impairment of $220,837 was recognized, which was  the
difference  between  the  book value  at  December  31,  2002  of
$690,837  and  the estimated net sale proceeds of  $470,000.  The
charge  was  recorded against the cost of the land and  building.
At  December  31, 2002, the land and building were classified  as
Real Estate Held for Sale.

ITEM 1.   DESCRIPTION OF BUSINESS.  (Continued)

        Through December 31, 2002, the Partnership sold  its  20%
interest  in  the Tractor Supply Company store, in  two  separate
transactions,  to  unrelated  third  parties.   The   Partnership
received total net sale proceeds of $290,296, which resulted in a
net  gain  of  $110,705.  The total cost and related  accumulated
depreciation  of  the  interests sold was $219,405  and  $39,814,
respectively.   For the years ended December 2002 and  2001,  the
net gain was $58,149 and $52,556, respectively.

        Subsequent to December 31, 2002, the Partnership sold its
26.05%  interest  in the Champps Americana restaurant,  in  eight
separate   transactions,  to  unrelated  third  parties.      The
Partnership  received  total net sale proceeds  of  approximately
$1,780,000,  which  resulted  in  a  net  gain  of  approximately
$590,000.

        Subsequent to December 31, 2002, the Partnership  entered
into  an  agreement to sell the JEMCARE Learning  Center  to  the
tenant.   On  March 7, 2003, the sale closed with the Partnership
receiving  net  sale  proceeds of approximately  $243,000,  which
resulted in a net gain of approximately $5,000.

        Subsequent to December 31, 2002, the Partnership  entered
into an agreement to sell the Children's World daycare center  in
West  Chester,  Ohio to an unrelated third party.   On  March  4,
2003,  the  sale closed with the Partnership receiving  net  sale
proceeds  of approximately $1,225,000, which resulted  in  a  net
gain of approximately $314,000.

       Subsequent to December 31, 2002, the Partnership purchased
a  parcel  of  land in Pharr, Texas for $781,000.   The  land  is
leased  to  Kona  Restaurant Group,  Inc.  (KRG)  under  a  Lease
Agreement  with  a  primary term of 17 years  and  annual  rental
payments  of  $78,100.  Simultaneously with the purchase  of  the
land,  the  Partnership  entered  into  a  Development  Financing
Agreement under which the Partnership will advance funds  to  KRG
for the construction of a Johnny Carino's restaurant on the site.
The total purchase price, including the cost of the land, will be
approximately  $2,125,000.  After the construction  is  complete,
the  Lease  Agreement  will be amended to require  annual  rental
payments of approximately $212,500.

Major Tenants

        During 2002, three tenants each contributed more than ten
percent  of  the Partnership's total rental revenue.   The  major
tenants  in aggregate contributed 85% of total rental revenue  in
2002.   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 rental revenue in
2003  and  future  years.  However, the  tenant  of  the  Champps
restaurant  will  not  continue to be a major  tenant  since  the
property  was sold in January and February 2003.  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 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.

        The  following table is a summary of the properties  that
the Partnership acquired and owned as of December 31, 2002.

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

Children's World                            ARAMARK
Daycare Center                            Educational
   Franconia, VA       3/24/87 $962,069 Resources, Inc.   $156,446 $31.61

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 $586,424 Mid-America, Inc. $ 24,000 $ 7.75

ITEM 2.   DESCRIPTION OF PROPERTIES.  (Continued)

                             Total Property              Annual    Annual
                    Purchase  Acquisition                Lease     Rent Per
Property               Date      Costs     Lessee        Payment   Sq. Ft.
Denny's Restaurant
   Greenville, TX      1/10/96 $1,028,432   (1)

Champps
   Americana Restaurant                     Champps
   Troy, MI                                Operating
   (26.05%)             9/3/98 $1,330,265 Corporation     $143,158 $49.56

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                             Razzoo's,
   (22%)               6/27/01 $  714,689    Inc.         $ 69,970 $32.45

 (1)  The property is vacant and under contract to be sold.

        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  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.

        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
Arby's  and Razzoo's restaurants and the Children's World daycare
center in West Chester, Ohio, which have Lease terms of 15 years.
The  initial  Lease term for the JEMCARE property, which  was  to
expire on December 31, 2001, has been extended to March 31, 2003.
The  Leases  contain renewal options which may extend  the  Lease
term  an  additional 10 years, except for the  Champps  Americana
restaurant  and  the  Children's World  daycare  center  in  West
Chester,  Ohio,  which have renewal options that may  extend  the
Lease term an additional 15 years and the JEMCARE property, which
has  renewal options that may extend the Lease term an additional
9 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.

ITEM 2.   DESCRIPTION OF PROPERTIES.  (Continued)

         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  except  for
properties  whose  book  value  was  reduced  by  a  real  estate
impairment loss pursuant to Financial Accounting Standards  Board
Statement No. 144, "Accounting for the Impairment or Disposal  of
Long-Lived Assets."  The real estate impairment loss,  which  was
recorded  against  the  book cost of  the  land  and  depreciable
property, was not recognized for tax purposes.

        During the last five years or since the date of purchase,
if purchased after December 31, 1997, all properties listed above
were  100% occupied, except for the Denny's restaurant which  has
been 100% vacant since December 2002.

ITEM 3.   LEGAL PROCEEDINGS.

       None.

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

       None.


                             PART II

ITEM 5.   MARKET FOR THEREGISTRANT'S PARTNERSHIP UNITS AND
          RELATED SECURITY HOLDER MATTERS.

        As of December 31, 2002, there were 656 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.

       During 2002, the Partnership did not redeem any units from
the  Limited  Partners.  In prior years, a total  of  31  Limited
Partners  redeemed  239  Partnership  Units  for  $145,751.   The
redemptions  increase the remaining Limited  Partners'  ownership
interest in the Partnership.

        Cash distributions of $4,267 and $5,308 were made to  the
General  Partners  and $422,407 and $516,501  were  made  to  the
Limited   Partners   in   2002  and  2001,   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.

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

        As  part  of the Limited Partner distributions  discussed
above,  the  Partnership  distributed $64,554  of  proceeds  from
property  sales in 2002.  The distributions reduced  the  Limited
Partners' Adjusted Capital Contributions.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS.

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

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

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

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

       - the   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.

The Application of Critical Accounting Policies

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

        The Partnership purchases properties and records them  in
the  financial  statements  at the lower  of  cost  or  estimated
realizable   value.   The  Partnership  initially   records   the
properties  at cost (including capitalized acquisition expenses).
The Partnership is required to periodically evaluate the carrying
value  of properties to determine whether their realizable  value
has  declined.   For  properties the Partnership  will  hold  and
operate, management determines whether impairment has occurred by
comparing the property's probability-weighted cash flows  to  its
current carrying value.  For properties held for sale, management
determines  whether  impairment has  occurred  by  comparing  the
property's estimated fair value less cost to sell to its  current
carrying  value.   If  the carrying value  is  greater  than  the
realizable  value, an impairment loss is recorded to  reduce  the
carrying value of the property to its realizable value.  A change
in  these assumptions or analysis could cause material changes in
the carrying value of the properties.

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

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

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

Results of Operations

        For  the  years  ended December 31, 2002  and  2001,  the
Partnership  recognized rental income of $546,767  and  $585,765,
respectively.   During the same periods, the  Partnership  earned
investment income of $4,128 and $34,484, respectively.  In  2002,
rental  income decreased mainly as a result of the loss  of  rent
from the Denny's restaurant.  This decrease in rental income  was
partially  offset by additional rent received from  one  property
acquisition  in  2001 and rent increases on two  properties.   In
2002,   investment  income  decreased  due  to  the   Partnership
receiving  less  interest income from construction  advances  and
lower money market interest rates.

       In May 2001, Huntington Restaurants Group, Inc. (HRG), the
lessee  of the Denny's restaurant in Greenville, Texas,  notified
the  Partnership that it was experiencing financial problems  and
would  not make the lease payments while they worked out  a  plan
which  would  enable them to continue operations without  seeking
bankruptcy protection.  For the years ended December 31, 2002 and
2001, HRG owed $127,196 and $72,912 for past due rent, which  was
not accrued for financial reporting purposes.  For the year ended
December  31,  2002,  the Partnership incurred  $53,514  of  real
estate  tax  expense related to 2001 and 2002 taxes  due  on  the
property.   Due to the uncertainty of collection, the Partnership
expensed the taxes, which are normally the responsibility of  the
lessee.

        As  of  June  30,  2002, based on an analysis  of  market
conditions in the area, it was determined the fair value  of  the
Denny's  restaurant was approximately $700,000.   In  the  second
quarter  of  2002,  a  charge  to  operations  for  real   estate
impairment  of  $171,397 was recognized which is  the  difference
between  the  book  value at June 30, 2002 of  $871,397  and  the
estimated  fair  value  of $700,000.   The  charge  was  recorded
against the cost of the land, building and equipment.

        In  November  2002,  HRG closed  the  restaurant  due  to
continuing operating losses and indicated that if HRG was  forced
to  file  for bankruptcy protection, the Lease would be rejected.
After reviewing the financial condition of HRG and its owners and
the  operating  results of the property, in  December  2002,  the
Partnership  reached a settlement with the parties  to  terminate
the Lease and release the owners from their Lease guarantee.  The
Partnership  received a cash payment of $66,896  and  a  $100,000
Promissory  Note from HRG, which was guaranteed  by  its  owners.
The  Partnership applied $28,963 of the payment against the  real
estate   tax  expense  discussed  above.   The  balance  of   the
settlement consideration of $137,933 is shown as Lease Settlement
on  the  Income  Statement.  While the property  is  vacant,  the
Partnership is responsible for real estate taxes and other  costs
required to maintain the property.

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

        On  December  30, 2002, the Partnership entered  into  an
agreement to sell the property for $500,000 to an unrelated third
party.  In the fourth quarter of 2002, a charge to operations for
real estate impairment of $220,837 was recognized, which was  the
difference  between  the  book value  at  December  31,  2002  of
$690,837  and  the estimated net sale proceeds of  $470,000.  The
charge  was  recorded against the cost of the land and  building.
At  December  31, 2002, the land and building were classified  as
Real Estate Held for Sale.

        During  the years ended December 31, 2002 and  2001,  the
Partnership   paid   Partnership   administration   expenses   to
affiliated parties of $116,205 and $124,503, 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  $58,532 and $19,774, 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  increase
in  these expenses in 2002, when compared to 2001, is the  result
of  expenses  incurred in 2002 related to the  Denny's  situation
discussed above.

       As of December 31, 2002, the Partnership's annualized cash
distribution  rate  was  5.7%,  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
were  allocated  to  Limited  Partners  and  1%  to  the  General
Partners.

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

Liquidity and Capital Resources

       During the year ended December 31, 2002, the Partnership's
cash  balances  increased $120,144 as a result of cash  generated
from  the  sale  of  property,  which  was  partially  offset  by
distributions  paid to the Partners in excess of  cash  generated
from  operating  activities.   Net  cash  provided  by  operating
activities decreased from $495,682 in 2001 to $428,176 in 2002 as
a result of an increase in Partnership administration expenses in
2002  and  net timing differences in the collection  of  payments
from  the  lessees  and  the  payment  of  expenses,  which  were
partially offset by an increase in income in 2002.

        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,
2002  and 2001, the Partnership generated cash flow from the sale
of  real estate of $147,133 and $143,163.  During the year  ended
December 31, 2001, the Partnership expended $136,878 to invest in
real  properties  (inclusive  of  acquisition  expenses)  as  the
Partnership reinvested cash generated from property sales.

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 $299,200.  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 advanced funds to RI for the construction
of a Razzoo's restaurant on the site.  Initially, the Partnership
charged  interest on the advances at a rate of  8.5%.   Effective
October  4,  2000  and  April 15, 2001,  the  interest  rate  was
increased  to  9.75% and 15%, respectively.  On  June  27,  2001,
after  the  development was completed, the  Lease  Agreement  was
amended  to  require  annual rental  payments  of  $69,970.   The
Partnership's share of the total acquisition costs, including the
cost  of the land, was $714,689.  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.

        Through December 31, 2002, the Partnership sold  its  20%
interest  in  the Tractor Supply Company store, in  two  separate
transactions,  to  unrelated  third  parties.   The   Partnership
received total net sale proceeds of $290,296, which resulted in a
net  gain  of  $110,705.  The total cost and related  accumulated
depreciation  of  the  interests sold was $219,405  and  $39,814,
respectively.   For the years ended December 2002 and  2001,  the
net gain was $58,149 and $52,556, respectively.

        During 2002, the Partnership distributed $65,206 of   net
sale  proceeds  to the Limited and General Partners  as  part  of
their  regular quarterly distributions which represented a return
of  capital of $8.89 per Limited Partnership Unit.  The remaining
net  sale  proceeds  will  either  be  reinvested  in  additional
property or distributed to the Partners in the future.

        Subsequent to December 31, 2002, the Partnership sold its
26.05%  interest  in the Champps Americana restaurant,  in  eight
separate   transactions,  to  unrelated  third  parties.      The
Partnership  received  total net sale proceeds  of  approximately
$1,780,000,  which  resulted  in  a  net  gain  of  approximately
$590,000.

        Subsequent to December 31, 2002, the Partnership  entered
into  an  agreement to sell the JEMCARE Learning  Center  to  the
tenant.   On  March 7, 2003, the sale closed with the Partnership
receiving  net  sale  proceeds of approximately  $243,000,  which
resulted in a net gain of approximately $5,000.

        Subsequent to December 31, 2002, the Partnership  entered
into an agreement to sell the Children's World daycare center  in
West  Chester,  Ohio to an unrelated third party.   On  March  4,
2003,  the  sale closed with the Partnership receiving  net  sale
proceeds  of approximately $1,225,000, which resulted  in  a  net
gain of approximately $314,000.

       Subsequent to December 31, 2002, the Partnership purchased
a  parcel  of  land in Pharr, Texas for $781,000.   The  land  is
leased  to  Kona  Restaurant Group,  Inc.  (KRG)  under  a  Lease
Agreement  with  a  primary term of 17 years  and  annual  rental
payments  of  $78,100.  Simultaneously with the purchase  of  the
land,  the  Partnership  entered  into  a  Development  Financing
Agreement under which the Partnership will advance funds  to  KRG
for the construction of a Johnny Carino's restaurant on the site.
The total purchase price, including the cost of the land, will be
approximately  $2,125,000.  After the construction  is  complete,
the  Lease  Agreement  will be amended to require  annual  rental
payments of approximately $212,500.


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

       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.   Effective  April 1, 2002, the Partnership's  distribution
rate was decreased from 7.5% to 5.7%.  As a result, distributions
were lower in 2002, when compared to 2001.

        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 2002, the Partnership did not redeem any units from
the  Limited  Partners.  In prior years, a total  of  31  Limited
Partners  redeemed  239  Partnership  Units  for  $145,751.   The
redemptions  increase the remaining Limited  Partners'  ownership
interest 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 7.   FINANCIAL STATEMENTS.

       See accompanying Index to Financial Statements.


           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  INDEX TO FINANCIAL STATEMENTS




                                                            Page

Report of Independent Auditors                               14

Balance Sheet as of December 31, 2002 and 2001               15

Statements for the Years Ended December 31, 2002 and 2001:

     Income                                                  16

     Cash Flows                                              17

     Changes in Partners' Capital                            18

Notes to Financial Statements                           19 - 30



                 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, 2002 and 2001 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   auditing
standards  generally accepted in the United  States  of  America.
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 December 31,
2002  and  2001, and the results of its operations and  its  cash
flows  for  the  years then ended, in conformity with  accounting
principles generally accepted in the United States of America.












Minneapolis,  Minnesota     Boulay, Heutmaker, Zibell & Co. P.L.L.P.
January 21, 2003            Certified Public Accountants
<page>
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                          BALANCE SHEET

                           DECEMBER 31

                             ASSETS

                                             2002       2001

CURRENT ASSETS:
  Cash and Cash Equivalents              $  461,388  $ 341,244
  Receivables                                27,470     21,164
                                           --------  ---------
      Total Current Assets                  488,858    362,408
                                           --------  ---------
INVESTMENTS IN REAL ESTATE:
  Land                                    1,428,806  1,781,122
  Buildings and Equipment                 3,581,017  4,367,409
  Accumulated Depreciation               (1,134,541)(1,183,364)
                                           --------  ---------
                                          3,875,282  4,965,167
  Real Estate Held for Sale                 470,000          0
                                           --------  ---------
      Net Investments in Real Estate      4,345,282  4,965,167
                                           --------  ---------
NOTE RECEIVABLE                             100,000          0
                                           --------  ---------
          Total Assets                   $4,934,140 $5,327,575
                                           ========   ========


                LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.    $  54,078 $   33,687
  Distributions Payable                      88,803    117,294
                                           --------  ---------
      Total Current Liabilities             142,881    150,981
                                           --------  ---------
PARTNERS' CAPITAL:
  General Partners                                0          0
  Limited Partners, $1,000 Unit value;
     7,500 Units authorized and issued;
     7,261  Units outstanding in 2002
     and 2001                             4,791,259  5,176,594
                                           --------  ---------
      Total Partners' Capital             4,791,259  5,176,594
                                          ---------  ---------
           Total Liabilities and
           Partners' Capital             $4,934,140 $5,327,575
                                           ========   ========


 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


                                             2002       2001

INCOME:
  Rent                                   $  546,767  $ 585,765
  Investment Income                           4,128     34,484
  Lease Settlement                          137,933          0
                                           ---------  ---------
      Total Income                          688,828    620,249
                                           ---------  ---------

EXPENSES:
  Partnership Administration - Affiliates   116,205    124,503
  Partnership Administration and Property
     Management - Unrelated Parties          58,532     19,774
  Depreciation                              138,667    138,358
  Real Estate Impairment                    392,234          0
                                           ---------  ---------
      Total Expenses                        705,638    282,635
                                           ---------  ---------

OPERATING INCOME (LOSS)                    (16,810)    337,614

GAIN ON SALE OF REAL ESTATE                  58,149     52,556
                                           ---------  ---------
NET INCOME                                $  41,339  $ 390,170
                                           ========   ========

NET INCOME ALLOCATED:
  General Partners                        $   4,267  $  15,596
  Limited Partners                           37,072    374,574
                                           ---------  ---------
                                          $  41,339  $ 390,170
                                           ========   ========

NET INCOME PER LIMITED PARTNERSHIP UNIT
(7,261 and 7,279 weighted average Units
outstanding in 2002 and 2001,
respectively)                             $    5.11  $   51.46
                                           ========   ========




 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


                                                  2002       2001

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                  $  41,339  $ 390,170

  Adjustments To Reconcile Net Income
  To Net Cash Provided By Operating Activities:
     Depreciation                               138,667    138,358
     Real Estate Impairment                     392,234          0
     Gain on Sale of Real Estate                (58,149)   (52,556)
     (Increase) Decrease in Receivables          (6,306)    12,507
     Increase in Note Receivable               (100,000)         0
     Increase in Payable to
       AEI Fund Management, Inc.                 20,391      7,203
                                              ---------  ---------
       Total Adjustments                        386,837    105,512
                                              ---------  ---------
       Net Cash Provided By
           Operating Activities                 428,176    495,682
                                              ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Investments in Real Estate                          0   (136,878)
  Proceeds from Sale of Real Estate             147,133    143,163
                                              ---------  ---------
       Net Cash Provided By
           Investing Activities                 147,133      6,285
                                              ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (Decrease) in Distributions
    Payable                                     (28,491)        74
  Distributions to Partners                    (426,674)  (521,718)
  Redemption Payments                                 0     (9,130)
                                              ---------  ---------
       Net Cash Used For
           Financing Activities                (455,165)  (530,774)
                                              ---------  ---------
NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                         120,144    (28,807)

CASH AND CASH EQUIVALENTS,
beginning of period                             341,244    370,051
                                              ---------  ---------
CASH AND CASH EQUIVALENTS,
end of period                                 $ 461,388  $ 341,244
                                               ========   ========

SUPPLEMENTAL SCHEDULE OF NON-CASH OPERATING ACTIVITIES:
  Note Receivable Acquired Through
  Lease Settlement                            $ 100,000
                                               ========
 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, 2000  $ (10,288) $5,327,560 $5,317,272  7,285.55

  Distributions                (5,217)   (516,501)  (521,718)

  Redemption Payments             (91)     (9,039)    (9,130)   (24.55)

  Net Income                   15,596     374,574    390,170
                             --------   ---------   --------  --------
BALANCE, December 31, 2001          0   5,176,594  5,176,594  7,261.00

  Distributions                (4,267)   (422,407)  (426,674)

  Net Income                    4,267      37,072     41,339
                             --------   ---------   --------  --------
BALANCE, December 31, 2002  $       0  $4,791,259 $4,791,259  7,261.00
                             ========   =========  =========  ========








 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</page>
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(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, 2002 AND 2001

(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, 2002 AND 2001

(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.

     Receivables

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

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

     Notes Receivable

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

     Income Taxes

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

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

       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   rental  increases  based  on  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
       probability-weighted future cash flows expected to  result
       from  the property and its eventual disposition.   If  the
       sum  of  the expected future cash flows is less  than  the
       carrying   amount   of  the  property,   the   Partnership
       recognizes an impairment loss by the amount by  which  the
       carrying amount of the property exceeds the fair value  of
       the property.

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

       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.

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(3)  RELATED PARTY TRANSACTIONS -

     At  December  31,  2002,  the  Partnership  owned  a  26.05%
     interest  in a 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 a Razzoo's  restaurant.
     The  remaining interests in this property are owned  by  AEI
     Real  Estate  Fund XVII Limited Partnership, AEI  Net  Lease
     Income  & Growth Fund XIX Limited Partnership and AEI Income
     &  Growth Fund XXII Limited Partnership, affiliates  of  the
     Partnership.   The  Partnership owned a 20%  interest  in  a
     Tractor  Supply  Company store.  AEI Real Estate  Fund  85-A
     Limited Partnership, an affiliate of the Partnership,  owned
     an 80% interest in this property until the interest was sold
     to  unrelated third parties in a series of transactions with
     the last sale occurring in November, 2001.

     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

                                                     2002       2001
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.                                       $ 116,205  $ 124,503
                                                   ========   ========
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.             $  58,532  $  19,774
                                                   ========   ========
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 $1,096 for 2001.   $       0  $     903
                                                   ========   ========
d.AEI is reimbursed for all costs incurred in
  connection with the sale of property.           $   7,464  $   7,739
                                                   ========   ========


           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(3)  RELATED PARTY TRANSACTIONS - (Continued)

     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.

(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 Arby's  and  Razzoo's
     restaurants and the Children's World daycare center in  West
     Chester,  Ohio,  which have Lease terms of  15  years.   The
     initial  Lease term for the JEMCARE property, which  was  to
     expire on December 31, 2001, has been extended to March  31,
     2003.   The Leases contain renewal options which may  extend
     the  Lease  term  an  additional 10 years,  except  for  the
     Champps  Americana  restaurant  and  the  Children's   World
     daycare  center  in West Chester, Ohio, which  have  renewal
     options  that  may  extend the Lease term an  additional  15
     years  and  the JEMCARE property, which has renewal  options
     that  may extend the Lease term an additional 9 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.

     The  Partnership's properties are 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, Virginia was constructed in 1987.   The
     Partnership  acquired  these three properties  during  1987.
     The  Denny's restaurant was 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.  The land for the Razzoo's restaurant was acquired
     in  2000 and construction of the restaurant was completed in
     2001.   There have been no costs capitalized as improvements
     subsequent to the acquisitions.

                AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(4)  INVESTMENTS IN REAL ESTATE - (Continued)

     The  cost  of  the properties not held for sale and  related
     accumulated  depreciation  at  December  31,  2002  are   as
     follows:
                                     Buildings and           Accumulated
Property                      Land     Equipment     Total  Depreciation

Children's World,
   Franconia, VA            $165,952  $  796,117  $  962,069 $  446,775
JEMCARE Learning Center,
   Haltom City, TX           132,925     284,288     417,213    178,350
Arby's, Marshall, MI         120,498     465,926     586,424    269,443
Champps Americana, Troy, MI  429,808     900,457   1,330,265    135,464
Children's World,
   West Chester, OH          280,127     719,036     999,163     82,889
Razzoo's, Austin, TX         299,496     415,193     714,689     21,620
                           ---------   ---------   ---------  ---------
                          $1,428,806  $3,581,017  $5,009,823 $1,134,541
                           =========    ========   =========  =========

     On  May 8, 2000, the Partnership purchased a 22% interest in
     a parcel of land in Austin, Texas for $299,200.  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  advanced
     funds to RI for the construction of a Razzoo's restaurant on
     the  site.   Initially, the Partnership charged interest  on
     the  advances at a rate of 8.5%.  Effective October 4,  2000
     and April 15, 2001, the interest rate was increased to 9.75%
     and   15%,  respectively.   On  June  27,  2001,  after  the
     development  was completed, the Lease Agreement was  amended
     to   require   annual  rental  payments  of  $69,970.    The
     Partnership's   share  of  the  total   acquisition   costs,
     including the cost of the land, was $714,689.

     In  May 2001, Huntington Restaurants Group, Inc. (HRG),  the
     lessee  of  the  Denny's  restaurant in  Greenville,  Texas,
     notified  the Partnership that it was experiencing financial
     problems  and would not make the lease payments  while  they
     worked  out  a  plan  which would enable  them  to  continue
     operations without seeking bankruptcy protection.   For  the
     years  ended  December 31, 2002 and 2001, HRG owed  $127,196
     and  $72,912  for past due rent, which was not  accrued  for
     financial  reporting purposes.  For the year ended  December
     31,  2002,  the Partnership incurred $53,514 of real  estate
     tax  expense  related  to 2001 and 2002  taxes  due  on  the
     property.   Due  to  the  uncertainty  of  collection,   the
     Partnership  expensed  the taxes,  which  are  normally  the
     responsibility of the lessee.

     As  of  June  30,  2002,  based on  an  analysis  of  market
     conditions in the area, it was determined the fair value  of
     the  Denny's restaurant was approximately $700,000.  In  the
     second  quarter  of  2002, a charge to operations  for  real
     estate  impairment of $171,397 was recognized which  is  the
     difference  between  the book value  at  June  30,  2002  of
     $871,397  and  the estimated fair value of  $700,000.    The
     charge  was recorded against the cost of the land,  building
     and equipment.

                AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(4)  INVESTMENTS IN REAL ESTATE - (Continued)

     In   November  2002,  HRG  closed  the  restaurant  due   to
     continuing  operating losses and indicated that if  HRG  was
     forced to file for bankruptcy protection, the Lease would be
     rejected.   After reviewing the financial condition  of  HRG
     and its owners and the operating results of the property, in
     December 2002, the Partnership reached a settlement with the
     parties  to terminate the Lease and release the owners  from
     their  Lease  guarantee.  The Partnership  received  a  cash
     payment of $66,896 and a $100,000 Promissory Note from  HRG,
     which was guaranteed by its owners.  The Partnership applied
     $28,963  of the payment against the real estate tax  expense
     discussed    above.    The   balance   of   the   settlement
     consideration  of $137,933 is shown as Lease  Settlement  on
     the  Income  Statement.  While the property is  vacant,  the
     Partnership is responsible for real estate taxes  and  other
     costs required to maintain the property.

     On  December  30,  2002,  the Partnership  entered  into  an
     agreement  to sell the property for $500,000 to an unrelated
     third  party.  In the fourth quarter of 2002,  a  charge  to
     operations  for  real  estate  impairment  of  $220,837  was
     recognized, which was the difference between the book  value
     at  December 31, 2002 of $690,837 and the estimated net sale
     proceeds  of  $470,000. The charge was recorded against  the
     cost  of  the land and building.  At December 31, 2002,  the
     land  and  building were classified as Real Estate Held  for
     Sale.

     Through  December  31, 2002, the Partnership  sold  its  20%
     interest  in  the  Tractor  Supply  Company  store,  in  two
     separate  transactions,  to unrelated  third  parties.   The
     Partnership  received total net sale proceeds  of  $290,296,
     which  resulted in a net gain of $110,705.  The  total  cost
     and  related accumulated depreciation of the interests  sold
     was $219,405 and $39,814, respectively.  For the years ended
     December  2002  and  2001,  the net  gain  was  $58,149  and
     $52,556, respectively.

     During 2002, the Partnership distributed $65,206 of net sale
     proceeds  to  the Limited and General Partners  as  part  of
     their  regular  quarterly distributions which represented  a
     return  of  capital  of $8.89 per Limited Partnership  Unit.
     The remaining net sale proceeds will either be reinvested in
     additional  property or distributed to the Partners  in  the
     future.

     Subsequent  to December 31, 2002, the Partnership  sold  its
     26.05%  interest  in  the Champps Americana  restaurant,  in
     eight  separate  transactions, to unrelated  third  parties.
     The   Partnership  received  total  net  sale  proceeds   of
     approximately $1,780,000, which resulted in a  net  gain  of
     approximately $590,000.

     Subsequent  to  December 31, 2002, the  Partnership  entered
     into an agreement to sell the JEMCARE Learning Center to the
     tenant.   On  March  7,  2003,  the  sale  closed  with  the
     Partnership  receiving  net sale proceeds  of  approximately
     $243,000,  which  resulted in a net  gain  of  approximately
     $5,000.

     Subsequent  to  December 31, 2002, the  Partnership  entered
     into  an  agreement  to  sell the Children's  World  daycare
     center  in  West Chester, Ohio to an unrelated third  party.
     On  March  4,  2003,  the sale closed with  the  Partnership
     receiving  net  sale  proceeds of approximately  $1,225,000,
     which resulted in a net gain of approximately $314,000.

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(4)  INVESTMENTS IN REAL ESTATE - (Continued)

     Subsequent to December 31, 2002, the Partnership purchased a
     parcel  of land in Pharr, Texas for $781,000.  The  land  is
     leased  to Kona Restaurant Group, Inc. (KRG) under  a  Lease
     Agreement with a primary term of 17 years and annual  rental
     payments  of  $78,100.  Simultaneously with the purchase  of
     the   land,  the  Partnership  entered  into  a  Development
     Financing Agreement under which the Partnership will advance
     funds  to  KRG  for  the construction of a  Johnny  Carino's
     restaurant on the site.  The total purchase price, including
     the  cost  of  the  land, will be approximately  $2,125,000.
     After the construction is complete, the Lease Agreement will
     be   amended   to   require  annual   rental   payments   of
     approximately $212,500.

     The minimum future rental on the Leases for years subsequent
     to December 31, 2002 are as follows:

                       2003           $  494,686
                       2004              487,788
                       2005              526,001
                       2006              489,215
                       2007              359,568
                       Thereafter      2,736,734
                                       ---------
                                      $5,093,992
                                       =========

     In  2002  and  2001,  the Partnership recognized  contingent
     rents of $21,537 and $21,164, respectively.

(5)  NOTE RECEIVABLE -

     On  December 27, 2002, the Partnership received a Promissory
     Note  for $100,000 as part of a lease termination settlement
     with Huntington Restaurants Group, Inc. (HRG), the lessee of
     the  Denny's  restaurant.  The Note  is  guaranteed  by  the
     owners  of  HRG.  The Note bears interest at an  8.0%  rate.
     The principal and interest are due June 24, 2004.

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(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:

                                                2002       2001
      Tenants             Industry

     ARAMARK Educational
        Resources, Inc.   Child Care         $ 249,315   $247,219
     Champps Operating
        Corporation       Restaurant           143,157    134,990
     Razoo's, Inc.        Restaurant            69,970        N/A
                                             ---------  ---------

     Aggregate rent revenue of major tenants $ 462,442  $ 382,209
                                              ========   ========

     Aggregate rent revenue of major tenants as
     a percentage of total rent revenue            85%        65%
                                              ========   ========

(7)  PARTNERS' CAPITAL -

     Cash  distributions of $4,267 and $5,308 were  made  to  the
     General Partners and $422,407 and $516,501 were made to  the
     Limited  Partners for the years ended December 31, 2002  and
     2001,  respectively.   The  Limited Partners'  distributions
     represent  $58.17  and $70.96 per Limited  Partnership  Unit
     outstanding using 7,261 and 7,279 weighted average Units  in
     2002  and  2001, respectively.  The distributions  represent
     $5.11  and  $50.22  per Unit of Net Income  and  $53.06  and
     $20.74 per Unit of return of contributed capital in 2002 and
     2001, respectively.

     As  part  of  the  Limited  Partner distributions  discussed
     above, the Partnership distributed $64,554 of proceeds  from
     property  sales  in  2002.   The distributions  reduced  the
     Limited Partners' Adjusted Capital Contributions.

     Distributions  of  Net  Cash Flow to  the  General  Partners
     during  2002  and  2001  were subordinated  to  the  Limited
     Partners  as  required in the Partnership Agreement.   As  a
     result,  99% of distributions 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, 2002 AND 2001

(7)  PARTNERS' CAPITAL - (Continued)

     During  2002, the Partnership did not redeem any units  from
     the  Limited  Partners.   In 2001,  three  Limited  Partners
     redeemed a total of 24.55 Partnership Units for $9,039.  The
     redemptions   increase  the  remaining   Limited   Partners'
     ownership interest 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
     $939.55 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:

                                             2002       2001

     Net Income for Financial
      Reporting Purposes                  $  41,339  $ 390,170

     Depreciation for Tax Purposes
      Under Depreciation for Financial
      Reporting Purposes                     16,488     18,124

     Income Accrued for Tax Purposes
      Over (Under) Income for Financial
      Reporting Purposes                    (72,911)    72,911

     Gain on Sale of Real Estate for Tax Purposes
      Over (Under) Gain for Financial
      Reporting Purposes                    389,793    (1,940)
                                          ---------   --------
           Taxable Income to Partners     $ 374,709  $ 479,265
                                           ========   ========

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(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:

                                              2002       2001
     Partners' Capital for
      Financial Reporting Purposes        $4,791,259 $5,176,594

     Adjusted Tax Basis of Investments
      in Real Estate Over Net Investments
      in Real Estate for Financial
      Reporting Purposes                     504,681     98,400

     Income Accrued for Tax Purposes
      Over Income for Financial
      Reporting Purposes                           0     72,911

     Syndication Costs
      Treated as Reduction of Capital
      for Financial Reporting Purposes     1,054,819  1,054,819
                                           ---------  ---------
           Partners' Capital for
              Tax Reporting Purposes      $6,350,759 $6,402,724
                                           =========  =========

(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:

                             _______2002_______   _______2001_______
                            Carrying     Fair    Carrying    Fair
                             Amount     Value     Amount    Value

     Cash                 $       0   $      0  $    140  $    140
     Money Market Funds     461,388    461,388   341,104   341,104
                            -------    -------   -------   -------
       Total Cash and
         Cash Equivalents $461,388    $461,388  $341,244  $341,244
                           =======     =======   =======   =======

     It  is not currently practical to estimate the fair value of
     the  Note Receivable because this agreement contains  unique
     terms  and conditions, which were negotiated at arms  length
     with  HRG,  as  discussed in Note 4.  There  is  no  readily
     determinable similar instrument on which to base an estimate
     of fair value.

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 58, 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 2003.  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  fourteen limited partnerships and a managing member in  three
LLCs.

        Patrick  W.  Keene,  age 43, is Chief Financial  Officer,
Treasurer  and  Secretary  and has  held  these  positions  since
January  22,  2003  and  has been elected to  continue  in  these
positions  until December 2003.  Mr. Keene has been  employed  by
AEI  Fund  Management, Inc. and affiliated entities  since  1986.
Prior  to being elected to the positions above, he was Controller
of  the various entities.  From 1982 to 1986, Mr. Keene was  with
KPMG  Peat  Marwick  Certified Public Accountants,  first  as  an
auditor and later as a tax manager.  Mr. Keene is responsible for
all accounting functions of AFM and the registrant.

Section 16(a) Beneficial Ownership Reporting Compliance

        Under federal securities laws, the directors and officers
of  the  General  Partner of the Partnership, and any  beneficial
owner  of  more than 10% of a class of equity securities  of  the
Partnership,  are  required  to report  their  ownership  of  the
Partnership's equity securities and any changes in such ownership
to  the  Securities  and Exchange Commission (the  "Commission").
Specific due dates for these reports have been established by the
Commission, and the Partnership is required to disclose  in  this
Annual  Report on 10-KSB  any delinquent filing of  such  reports
and any failure to file such reports during the fiscal year ended
December  31, 2002.  Based upon information provided by  officers
and directors of the General Partner, all officers, directors and
10% owners filed all reports on a timely basis in the 2002 fiscal
year.

ITEM 10.  EXECUTIVE COMPENSATION.

        The General Partner and affiliates are reimbursed at cost
for  all  services performed on behalf of the registrant and  for
all  third party expenses paid on behalf of the registrant.   The
cost for services performed on behalf of the registrant is actual
time  spent  performing such services plus  an  overhead  burden.
These  services include organizing the registrant  and  arranging
for  the  offer  and  sale  of Units,  reviewing  properties  for
acquisition and rendering administrative, property management and
property sales services.

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 February 28, 2003:

   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

   Patrick W. Keene                                25           *
   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%
  **  Mr.  Larson resigned as an officer of the Managing  General
      Partner effective February  28, 2003

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. (Continued)

                       A.   Exhibits -
                                        Description

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

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

    10.3  Purchase Agreement dated November 7, 2001  between  the
    Partnership  and  Albert and Vivian Martin  relating  to  the
    property   at   1800  Lamar  Alexander  Parkway,   Maryville,
    Tennessee (incorporated by reference to Exhibit 10.8 of  Form
    10-KSB filed on March 8, 2002).

    10.4  Development  Financing Agreement dated  March  3,  2003
    between  the  Partnership  and Kona  Restaurant  Group,  Inc.
    relating  to  the property at 601 South Jackson Road,  Pharr,
    Texas (incorporated by reference to Exhibit 10.1 of Form  8-K
    filed March 4, 2003).

    10.5  Net  Lease  Agreement dated March 3, 2003  between  the
    Partnership and Kona Restaurant Group, Inc. relating  to  the
    property   at   601   South  Jackson   Road,   Pharr,   Texas
    (incorporated by reference to Exhibit 10.2 of Form 8-K  filed
    March 4, 2003).

    10.6  Purchase Agreement dated February 3, 2003  between  the
    Partnership  and  Wibberley Enterprises Limited  relating  to
    the  property  at  7236  Tylers Corner,  West  Chester,  Ohio
    (incorporated by reference to Exhibit 10.1 of Form 8-K  filed
    March 6, 2003).

    10.7  Commercial Contract - Improved Property dated  December
    30,   2002  between  the  Partnership  and  David  Trollinger
    relating to the property at 3103 W. I-30, Greenville, Texas.

    10.8  Purchase Agreement dated February 1, 2003  between  the
    Partnership  and Jem Care, Inc. relating to the  property  at
    6157 Silver Stage Drive, Haltom City, Texas.

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

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

       B.   Reports on Form 8-K - None.

ITEM 14.   CONTROLS AND PROCEDURES.

       (a) Evaluation of disclosure controls and procedures

        Under  the  supervision  and with  the  participation  of
management, including its President and Chief Financial  Officer,
the  Managing  General Partner of the Partnership  evaluated  the
effectiveness  of  the  design and operation  of  its  disclosure
controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under  the Exchange Act) related to the Partnership as of a  date
(the  "Evaluation Date") within 90 days prior to the filing  date
of  this  report.  Based upon that evaluation, the President  and
Chief Financial Officer of the Managing General Partner concluded
that,  as  of  the Evaluation Date, the disclosure  controls  and
procedures are effective in timely alerting them to the  material
information  relating to the Partnership required to be  included
in periodic SEC filings.

       (b)  Changes in internal controls

         There   were   no  significant  changes  made   in   the
Partnership's internal controls during the period covered by this
report or, to the Managing General Partner's knowledge, in  other
factors that could significantly affect these controls subsequent
to the date of their evaluation.

                           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 25, 2003                 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 25,2003
Robert P. Johnson        and Sole Director of Managing General
                         Partner

/s/ Patrick W. Keene     Chief Financial  Officer and Treasurer   March 25,2003
Patrick W. Keene         (Principal Accounting Officer)

                         CERTIFICATIONS

I, Robert P. Johnson, certify that:

1.  I have reviewed this annual report on Form 10-KSB of AEI Real
Estate Fund XV Limited Partnership;

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

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

4.   The  registrant's  other  certifying  officers  and  I   are
responsible for establishing and maintaining disclosure  controls
and  procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have;

        a)  designed  such disclosure controls and procedures  to
ensure  that  material information relating  to  the  registrant,
including its consolidated subsidiaries, is made known to  us  by
others  within those entities, particularly during the period  in
which this annual report is being prepared;

        b)   evaluated  the  effectiveness  of  the  registrant's
disclosure  controls and procedures as of a date within  90  days
prior  to  the filing date of this annual report (the "Evaluation
Date"); and

        c)  presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

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

       a) all significant deficiencies in the design or operation
of   internal   controls   which  could  adversely   affect   the
registrant's  ability  to record, process, summarize  and  report
financial data and have identified for the registrant's  auditors
any material weaknesses in internal controls; and

       b)   any  fraud,  whether or not material,  that  involves
management or other employees who have a significant role in  the
registrant's internal controls; and

6.   The  registrant's  other  certifying  officers  and  I  have
indicated  in  this annual report whether there were  significant
changes  in  internal  controls or in other  factors  that  could
significantly affect internal controls subsequent to the date  of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Dated:  March 25, 2003           /s/ Robert P. Johnson
                                 Robert P. Johnson, President
                                 AEI Fund Management 86-A, Inc.
                                 Managing General Partner

                         CERTIFICATIONS

I, Patrick W. Keene, certify that:

1.  I have reviewed this annual report on Form 10-KSB of AEI Real
Estate Fund XV Limited Partnership;

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

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

4.   The  registrant's  other  certifying  officers  and  I   are
responsible for establishing and maintaining disclosure  controls
and  procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have;

       a)   designed  such disclosure controls and procedures  to
ensure  that  material information relating  to  the  registrant,
including its consolidated subsidiaries, is made known to  us  by
others  within those entities, particularly during the period  in
which this annual report is being prepared;

       b)    evaluated  the  effectiveness  of  the  registrant's
disclosure  controls and procedures as of a date within  90  days
prior  to  the filing date of this annual report (the "Evaluation
Date"); and

       c)   presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

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

      a)  all significant deficiencies in the design or operation
of   internal   controls   which  could  adversely   affect   the
registrant's  ability  to record, process, summarize  and  report
financial data and have identified for the registrant's  auditors
any material weaknesses in internal controls; and

      b)    any  fraud,  whether or not material,  that  involves
management or other employees who have a significant role in  the
registrant's internal controls; and

6.   The  registrant's  other  certifying  officers  and  I  have
indicated  in  this annual report whether there were  significant
changes  in  internal  controls or in other  factors  that  could
significantly affect internal controls subsequent to the date  of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Dated:  March 25, 2003           /s/ Patrick W. Keene
                                 Patrick W. Keene, Chief Financial Officer
                                 AEI Fund Management 86-A, Inc.
                                 Managing General Partner