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, 1996
                                
                Commission file number:  0-14089
                                
              AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
         (Name of Small Business Issuer in its Charter)

      State of Delaware                 93-0926134
(State or other Jurisdiction of     (I.R.S. Employer)
Incorporation or Organization)     Identification No.)

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

                         (612) 227-7333
                   (Issuer's telephone number)

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

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

                    Limited Partnership Units
                        (Title of class)
                                
Check  whether  the issuer (1) filed all reports required  to  be
filed  by Section 13 or 15(d) of the Securities Exchange  Act  of
1934  during the past 12 months (or for such shorter period  that
the  registrant was required to file such reports), and  (2)  has
been subject to such filing requirements for the past 90 days.

                        Yes   [X]        No

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

The  Issuer's  revenues  for year ended December  31,  1996  were
$734,912.

As  of  February 28, 1997, there were 7,350.55 Units  of  limited
partnership interest in the registrant outstanding and  owned  by
nonaffiliates  of  the registrant, which Units had  an  aggregate
market  value (based solely on the price at which they were  sold
since there is no ready market for such Units) of $7,350,550.

               DOCUMENTS INCORPORATED BY REFERENCE

 The registrant has not incorporated any documents by reference
                        into this report.
                                
         Transitional Small Business Disclosure Format:
                                
                       Yes          No    [X]

                             PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

         AEI   Real  Estate  Fund  XV  Limited  Partnership  (the
"Partnership" or the "Registrant") is a limited partnership which
was  organized pursuant to the laws of the State of  Delaware  on
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.   It is anticipated that the Partnership will  sell  its
properties  within twelve years after acquisition.  At  any  time
prior to selling the properties, the Partnership may mortgage one
or  more  of its properties in amounts not exceeding 50%  of  the
fair market value of the property.

Leases

       Although there are variations in the specific terms of the
leases,  the following is a summary of the general terms  of  the
Partnership's  leases.   The properties  are  leased  to  various
tenants   under  noncancelable  triple  net  leases,  which   are
classified  as operating leases.  Under a triple net  lease,  the
lessee  is  responsible  for all real  estate  taxes,  insurance,
maintenance,  repairs and operating expenses  for  the  property.
The  initial  lease  terms are for 10 to 20  years.   The  leases
provide  for  base  annual rental payments,  payable  in  monthly
installments,  and  contain  rent  clauses  which   entitle   the
Partnership to receive additional rent in future years  based  on
stated  rent  increases  or if gross receipts  for  the  property
exceed certain specified amounts, among other conditions.

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


ITEM 1.   DESCRIPTION OF BUSINESS. (Continued)

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

       In June, 1994, Fuddruckers, Inc., the restaurant concept's
franchisor, acquired the operations of the Fuddruckers restaurant
in  St.  Louis, Missouri, and assumed the lease obligations  from
the  original lessee.  As part of the agreement, the  Partnership
amended the Lease to reduce the base rent.  In consideration  for
the  lease  assumption and amendment, the Partnership received  a
lump   sum   payment  from  the  original  lessee  of   $210,277.
Fuddruckers, Inc. is owned by DAKA International, which has a net
worth in excess of $77 million at December 28, 1996, making it  a
much higher credit lessee than the original lessee.

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

        In  July  1995, the lessee of the Super 8  motel  in  Hot
Springs, Arkansas, exercised an option in the Lease Agreement  to
purchase  the property.  On March 29, 1996, the sale closed  with
the  Partnership  receiving net sale proceeds of  $663,386  which
resulted  in a net gain of $216,645.  The Partnership  recognized
$18,534  of  this  gain  in  1995 due to  nonrefundable  deposits
received  from the purchaser.  At the time of sale, the cost  and
related accumulated depreciation of the property was $581,541 and
$134,800, respectively.

        On  January 10, 1996, the Partnership purchased a Denny's
restaurant in Greenville, Texas for $1,028,432.  The property  is
leased  to  Huntington  Restaurants Group,  Inc.  under  a  Lease
Agreement  with  a  primary term of 20 years  and  annual  rental
payments of $113,625.  Through December 31, 1995, the Partnership
had  advanced  $867,945 for the construction of the property  and
was charging interest on the Note at the rate of 8%.

        On  February  14, 1996, the Partnership purchased  a  20%
interest in a Tractor Supply Company in Maryville, Tennessee  for
$219,405.  The property is leased to Tractor Supply Company under
a  Lease  Agreement with a primary term of 14  years  and  annual
rental  payments  of  $22,575.  The  remaining  interest  in  the
property  was  purchased  by AEI Real Estate  Fund  85-A  Limited
Partnership, an affiliate of the Partnership.

        On  January 24, 1997, the Partnership sold the Children's
World  Daycare  Center  in  Moreno  Valley,  California,  to   an
unrelated  third  party.   The Partnership  recognized  net  sale
proceeds  of approximately $1,300,000, which resulted  in  a  net
gain  of  approximately $654,000.  As part of the sale  proceeds,
the  Partnership received a Promissory Note for $1,003,000.   The
Note  is  due, together with accrued interest at a 10%  rate,  on
March 25, 1997.

ITEM 1.   DESCRIPTION OF BUSINESS. (Continued)

Major Tenants

        During  1996,  three  of the Partnership's  lessees  each
contributed  more  than  ten percent of the  Partnership's  total
rental  revenue.  The major tenants in aggregate contributed  78%
of  the  Partnership's  total rental  revenue  in  1996.   It  is
anticipated  that, based on the minimum rental payments  required
under  the  leases, each major tenant will continue to contribute
more  than ten percent of the Partnership's total rental  revenue
in  1997 and future years.  Any failure of these major tenants or
business  concepts could materially affect the Partnership's  net
income and cash distributions.

Competition

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

Employees

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


ITEM 2.   DESCRIPTION OF PROPERTIES.

Investment Objectives

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

Description of Properties

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


ITEM 2.   DESCRIPTION OF PROPERTIES. (Continued)

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

        The  following table is a summary of the properties  that
the Partnership acquired and owned as of December 31, 1996.

<TABLE>

<C>                    <S>          <S>                <S>           <S>        <S>  
                                    Total Property
                       Purchase       Acquisition                    Annual     Annual Rent
Property                 Date            Costs         Lessee        Lease      Per Sq. Ft.
                                                                     Payment 

Children's World                                  Children's World
Daycare Center                                        Learning
 Franconia Hills, VA    3/24/87   $   962,069       Centers, Inc.    $139,363   $ 28.15

JEMCARE
 Haltom City, TX         4/3/87   $   417,213     JEMCARE, Inc.      $ 27,012   $  6.43

Children's World
Daycare Center                                        Kids
 Moreno Valley, CA      5/15/87   $   963,717     Unlimited, Inc.    $139,515   $ 20.17

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

Zapata's Cantina & Cafe
 Waco, TX                                         Tex-Mex Cocina
 (44.9042%)            12/16/87   $   548,010      of Waco, L.C.     $ 24,248   $  8.89

Fuddruckers Restaurant
 St. Louis, MO
 (60%)                  3/25/88   $ 1,138,296     Fuddruckers, Inc.  $138,246   $ 26.40

                                                    Huntington
Denny's Restaurant                                  Restaurants
 Greenville, TX         1/10/96   $ 1,028,432       Group, Inc.      $113,625   $ 23.06

Tractor Supply
 Company Store
 Maryville, TN                                    Tractor Supply
 (20%)                  2/14/96   $   219,405        Company         $ 22,575   $  5.93

        The  properties  listed above with  a  partial  ownership
percentage  are owned with an affiliate of the Partnership.   AEI
Real  Estate  Fund  XVI Limited Partnership  owns  the  remaining
interest in the Zapata's Cantina & Cafe restaurant in Waco, Texas
and  the Fuddruckers restaurant in St. Louis, Missouri.  AEI Real
Estate  Fund 85-A Limited Partnership owns the remaining interest
in the Tractor Supply Company in Maryville, Tennessee.


ITEM 2.   DESCRIPTION OF PROPERTIES. (Continued)

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

        The  initial  Lease  terms are 20 years  except  for  the
JEMCARE  property  (10  years), the Tractor  Supply  Company  (14
years),  the Arby's (15 years) and the Waco property (18 months).
Several  of the Leases contains renewal options which may  extend
the Lease term an additional 9 to 15 years.

        The  Partnership acquired lease guarantee insurance  from
United  Guaranty Commercial Insurance Company of Iowa for two  of
its  Leases, the restaurant in Waco, Texas and the daycare center
in  Haltom City, Texas.  The policies insure approximately 80% of
the  annual  rental payments for a period of ten  years  for  the
Haltom City property and a twelve month period (over seven years)
for  the  Waco property.  The rent guarantee begins  thirty  days
after the occurrence of all the following:  (1) the lessee is  at
least  thirty  days in default in the payment of  rent;  (2)  the
lessee  has been removed from the property; (3) the property  has
been  listed  for rent with a real estate broker and  "For  Rent"
signs  have  been posted on the property; and (4)  certain  other
minor conditions.  Once these conditions have been satisfied, the
Partnership  will receive lease insurance payments  until  either
the property is re-leased or the policy expires.  On December 31,
1994,  the  restaurant policy expired.  On August 31,  1996,  the
daycare center policy expired.

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

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

        During the last five years or since the date of purchase,
if  purchased  after December 31, 1991, all properties  were  100
percent occupied by the lessees noted, with the exception of  the
Zapata's  Cantina  & Cafe, which was 100 percent  occupied  until
January, 1993.  The property was re-leased in June, 1995.

ITEM 3.   LEGAL PROCEEDINGS.

          None.

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

          None.

                             PART II

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

        As of December 31, 1996, there were 668 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 1996, one Limited Partner redeemed a total  of  10
Partnership  Units for $5,703 in accordance with the  Partnership
Agreement.  In prior years, a total of eighteen Limited  Partners
redeemed  136.5 Partnership Units for $101,139.  The  redemptions
increase  the  remaining  Limited  Partners'  ownership  in   the
Partnership.

        Cash distributions of $6,510 and $5,291 were made to  the
General  Partners  and $638,814 and $514,532  were  made  to  the
Limited   Partners   in   1996  and  1995,   respectively.    The
distributions  were made on a quarterly basis and  represent  Net
Cash   Flow,  as  defined,  except  as  discussed  below.   These
distributions  should  not be compared  with  dividends  paid  on
capital stock by corporations.

        As  part  of the Limited Partner distributions  discussed
above,  the  Partnership  distributed  $126,000  and  $81,882  of
proceeds from property sales in 1996 and 1995, respectively.  The
distributions  reduced  the  Limited Partners'  Adjusted  Capital
Contributions.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS.

Results of Operations

        For  the  years  ended December 31, 1996  and  1995,  the
Partnership  recognized rental income of $692,432  and  $605,344,
respectively.  During  the same periods, the  Partnership  earned
investment income of $42,480 and $97,006, respectively.  In 1996,
rental  income increased as a result of the reinvestment  of  net
sale proceeds in additional properties and the re-leasing of  the
Waco property, as discussed below.  The increase in rental income
was partially offset by a decrease in investment income earned on
the  net  proceeds  prior  to  the  purchase  of  the  additional
properties.

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

       In May, 1990, Flagship, Inc. (Flagship), the lessee of the
J.T. McCord's property, filed for reorganization, after occupying
the  property for approximately five years.  In March, 1993,  the
Partnership, along with affiliated Partnerships which  own  other
J.T.  McCord's  properties, filed its own plan of  reorganization
(the  "Plan") with the Court.  That Plan provided for an assignee
of the Partnerships (a replacement tenant) to purchase the assets
of Flagship and operate the restaurants with financial assistance
from  the  Partnerships.  This Plan was  expected  to  allow  the
Partnerships to avoid closing these properties, allow  operations
to  continue  uninterrupted, and avoid further costly  litigation
with  Flagship and its creditors.  The Plan was confirmed by  the
Court and the creditors April 16, 1993 and became effective  July
20, 1993.

        To  entice the assignee, WIM, Inc. (WIM), to operate  the
restaurants  and enter into the Lease Agreements, the Partnership
provided funds to renovate the restaurants and paid for operating
expenses.   The  Partnership's share of renovation and  operating
expenses  during this period was $230,226, which was expensed  in
the fourth quarter of 1994.  However, WIM was not able to operate
the  properties profitably and was unable to make rental payments
as  provided  in  the Lease Agreements.  To reduce  expenses  and
minimize the losses produced by the property, the Waco restaurant
was closed and listed for sale or lease.

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

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

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

       In June, 1994, Fuddruckers, Inc., the restaurant concept's
franchisor, acquired the operations of the Fuddruckers restaurant
in  St.  Louis, Missouri, and assumed the lease obligations  from
the  original lessee.  As part of the agreement, the  Partnership
amended the Lease to reduce the base rent from the current annual
rent  of  $163,550  to $138,246.  The Partnership  could  receive
additional rent in the future if 10% of gross receipts  from  the
property  exceed the base rent.  In consideration for  the  lease
assumption  and amendment, the Partnership received  a  lump  sum
payment  from  the  original lessee of $210,277.   The  lump  sum
payment  will be recognized as income over the remainder  of  the
Lease  term,  which expires January 31, 2008, using the  straight
line  method.   Fuddruckers, Inc. is owned by DAKA International,
which  has  a net worth in excess of $77 million at December  28,
1996,  making  it a much higher credit lessee than  the  original
lessee.


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

        During  the years ended December 31, 1996 and  1995,  the
Partnership   paid   Partnership   administration   expenses   to
affiliated parties of $97,897 and $116,626, respectively.   These
administration  expenses  include  costs  associated   with   the
management of the properties, processing distributions, reporting
requirements  and correspondence to the Limited Partners.  During
the   same   periods,   the  Partnership   incurred   Partnership
administration  and property management expenses  from  unrelated
parties  of  $16,274 and $36,853, respectively.   These  expenses
represent  direct payments to third parties for legal and  filing
fees,  direct administrative costs, outside audit and  accounting
costs,  taxes, insurance and other property costs.  The  decrease
in  these expenses in 1996, when compared to 1995, is mainly  the
result  of  expenses incurred in 1995 prior to the resolution  of
the J.T. McCord's situation discussed above.

       As of December 3l, 1996, the Partnership's annualized cash
distribution  rate  was  7.5%,  based  on  the  Adjusted  Capital
Contribution.   Distributions of Net Cash  Flow  to  the  General
Partners were subordinated to the Limited Partners as required in
the Partnership Agreement.  As a result, 99% of distributions and
income  were allocated to Limited Partners and 1% to the  General
Partners.

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

Liquidity and Capital Resources

        During  1996,  the Partnership's cash balances  increased
$274,497.   Net  cash provided by operating activities  increased
from  $435,313  in 1995 to $628,957 in 1996 as  a  result  of  an
increase in revenue and a reduction in expenses in 1996, and  net
timing differences in the collection of payments from the lessees
and the payment of expenses.

        The  major components of the Partnership's cash flow from
investing activities are investments in real estate and  proceeds
from  the sale of real estate.  In 1996 and 1995, the Partnership
generated  cash flow from the sale of real estate,  as  discussed
below,  of $644,852 and $18,534, respectively.  During  the  same
periods,   the   Partnership  expended  $359,459  and   $888,378,
respectively,   to  invest  in  real  properties  (inclusive   of
acquisition  expenses)  as the Partnership  reinvested  the  cash
generated from the property sales.

        In June, 1994, the lessee of the Applebee's restaurant in
Hilton  Head,  South Carolina, exercised an option in  the  Lease
Agreement to purchase the property.  On July 29, 1994,  the  sale
closed  with  the  Partnership receiving  net  sale  proceeds  of
$1,667,500.  In October, 1994, the Managing General Partner filed
a  proxy  statement  to  propose  an  amendment  to  the  Limited
Partnership  Agreement  that  would  allow  the  Partnership   to
reinvest   the  net  proceeds  in  additional  properties.    The
Amendment passed with a majority of Units voting in favor of  the
Amendment.

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

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

        On  January 10, 1996, the Partnership purchased a Denny's
restaurant in Greenville, Texas for $1,028,432.  The property  is
leased  to  Huntington  Restaurants Group,  Inc.  under  a  Lease
Agreement  with  a  primary term of 20 years  and  annual  rental
payments of $113,625.  Through December 31, 1995, the Partnership
had  advanced  $867,945 for the construction of the property  and
was charging interest on the Note at the rate of 8%.

      On  February  14,  1996, the Partnership  purchased  a  20%
interest in a Tractor Supply Company in Maryville, Tennessee  for
$219,405.  The property is leased to Tractor Supply Company under
a  Lease  Agreement with a primary term of 14  years  and  annual
rental  payments  of  $22,575.  The  remaining  interest  in  the
property  was  purchased  by AEI Real Estate  Fund  85-A  Limited
Partnership, an affiliate of the Partnership.

        In  July  1995, the lessee of the Super 8  motel  in  Hot
Springs, Arkansas, exercised an option in the Lease Agreement  to
purchase  the property.  On March 29, 1996, the sale closed  with
the  Partnership  receiving net sale proceeds of  $663,386  which
resulted  in a net gain of $216,645.  The Partnership  recognized
$18,534  of  this  gain  in  1995 due to  nonrefundable  deposits
received  from the purchaser.  At the time of sale, the cost  and
related accumulated depreciation of the property was $581,541 and
$134,800, respectively.

        In  September, 1996, the Partnership distributed $127,273
of  the net proceeds as an additional distribution to the Limited
and  General Partners, which represented a return of  capital  of
$17.11  per Limited Partnership Unit, respectively.  The majority
of  the  remaining proceeds will be reinvested in  an  additional
property.

        On  January 24, 1997, the Partnership sold the Children's
World  Daycare  Center  in  Moreno  Valley,  California,  to   an
unrelated  third  party.   The Partnership  recognized  net  sale
proceeds  of approximately $1,300,000, which resulted  in  a  net
gain  of  approximately $654,000.  As part of the sale  proceeds,
the  Partnership received a Promissory Note for $1,003,000.   The
Note  is  due, together with accrued interest at a 10%  rate,  on
March 25, 1997.

       The Partnership's primary use of cash flow is distribution
and  redemption  payments to Partners.  The Partnership  declares
its  regular  quarterly  distributions before  the  end  of  each
quarter and pays the distribution in the first week after the end
of  each quarter.  The Partnership attempts to maintain a  stable
distribution  rate from quarter to quarter.  Redemption  payments
are  paid  to  redeeming Partners in the fourth quarter  of  each
year.   In  1996, distributions were higher than  in  1995  as  a
result  of  the  distribution of net sale proceeds in  September,
1996.

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


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

        During 1996, one Limited Partner redeemed a total  of  10
Partnership  Units for $5,703 in accordance with the  Partnership
Agreement.  The Partnership acquired these Units using  Net  Cash
Flow  from  operations.   In prior years,  a  total  of  eighteen
Limited  partners redeemed 136.5 Partnership Units for  $101,139.
The   redemptions   increase  the  remaining  Limited   Partners'
ownership in the Partnership.

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

ITEM 7.   FINANCIAL STATEMENTS.

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

                  INDEX TO FINANCIAL STATEMENTS



Independent Auditor's Report

Balance Sheet as of December 31, 1996 and 1995

Statements for the Years Ended December 31, 1996 and 1995:

     Income

     Cash Flows

     Changes in Partners' Capital

Notes to Financial Statements

                                
                                
                  INDEPENDENT AUDITOR'S REPORT



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




      We  have audited the accompanying balance sheet of AEI REAL
ESTATE   FUND   XV   LIMITED  PARTNERSHIP  (a  Delaware   limited
partnership)  as  of December 31, 1996 and 1995 and  the  related
statements of income, cash flows and changes in partners' capital
for  the  years then ended.  These financial statements  are  the
responsibility    of   the   Partnership's    management.     Our
responsibility  is  to  express an  opinion  on  these  financial
statements based on our audits.

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

      In  our opinion, the financial statements referred to above
present  fairly, in all material respects, the financial position
of AEI Real Estate Fund XV Limited Partnership as of December 31,
1996  and  1995, and the results of its operations and  its  cash
flows  for  the  years then ended, in conformity  with  generally
accepted accounting principles.



Minneapolis,  Minnesota        /s/ Boulay, Heutmaker, Zibell & Co. P.L.L.P.
January 31, 1997                   Certified Public Accountants


<PAGE>
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                                
                          BALANCE SHEET
                                
                           DECEMBER 31
                                
                             ASSETS
                                
                                                        1996          1995

CURRENT ASSETS:
  Cash and Cash Equivalents                        $   884,120    $   609,623
  Receivables                                            9,945         36,412
                                                    -----------    -----------
      Total Current Assets                             894,065        646,035
                                                    -----------    -----------
INVESTMENTS IN REAL ESTATE:
  Land                                               1,757,210     1,489,902
  Buildings and Equipment                            4,106,357     3,707,369
  Construction Advances                                      0       867,945
  Property Acquisition Costs                                 0        20,433
  Accumulated Depreciation                          (1,312,489)   (1,278,079)
                                                    -----------   -----------
      Net Investments in Real Estate                 4,551,078     4,807,570
                                                    -----------   -----------
           Total  Assets                           $ 5,445,143   $ 5,453,605
                                                    ===========   ===========
                                
                                
                      LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.             $    26,679   $    29,450
  Distributions Payable                                120,350       109,176
  Deferred Income                                       15,480        15,480
                                                    -----------   -----------
      Total Current Liabilities                        162,509       154,106
                                                    -----------   -----------

DEFERRED INCOME - Net Of Current Portion               156,097       171,577

PARTNERS' CAPITAL (DEFICIT):
  General Partners                                     (12,195)      (12,182)
  Limited Partners, $1,000 Unit value;
   7,500 Units authorized and issued;
   7,354 and 7,364 outstanding in 1996
   and 1995, respectively                            5,138,732     5,140,104
                                                    -----------   -----------
      Total Partners' Capital                        5,126,537     5,127,922
                                                    -----------   -----------
        Total Liabilities and Partners' Capital    $ 5,445,143   $ 5,453,605
                                                    ===========   ===========
                                
                                
 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


                                                     1996            1995

INCOME:
  Rent                                          $   692,432      $   605,344
  Investment Income                                  42,480           97,006
                                                 -----------      -----------
      Total Income                                  734,912          702,350
                                                 -----------      -----------

EXPENSES:
  Partnership Administration - Affiliates            97,897          116,626
  Partnership Administration and Property
     Management - Unrelated Parties                  16,274           36,853
  Interest                                                0            2,985
  Depreciation                                      169,210          152,879
                                                 -----------      -----------
      Total Expenses                                283,381          309,343
                                                 -----------      -----------

OPERATING  INCOME                                   451,531          393,007

GAIN ON SALE OF REAL ESTATE                         198,111           18,534
                                                 -----------      -----------

NET INCOME                                      $   649,642      $   411,541
                                                 ===========      ===========

NET INCOME ALLOCATED:
  General Partners                              $     6,497      $     4,115
  Limited Partners                                  643,145          407,426
                                                 -----------      -----------
                                                $   649,642      $   411,541  
                                                 ===========      ===========

NET INCOME PER LIMITED PARTNERSHIP UNIT
(7,361 and 7,375 weighted average Units outstanding
  in 1996 and 1995, respectively)               $     87.37      $     55.24
                                                 ===========      ===========

 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

                                                        1996           1995
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                       $   649,642     $   411,541

  Adjustments To Reconcile Net Income
  To Net Cash Provided By Operating Activities:
     Depreciation                                      169,210         152,879
     Gain on Sale of Real Estate                      (198,111)        (18,534)
     (Increase) Decrease in Receivables                 26,467         (13,691)
     Decrease in Payable to
         AEI Fund Management, Inc.                      (2,771)        (26,489)
     Decrease in Contract Payable                            0         (54,913)
     Decrease in Deferred Income                       (15,480)        (15,480)
                                                    -----------     -----------
       Total Adjustments                               (20,685)         23,772
                                                    -----------     -----------
       Net Cash Provided By
           Operating Activities                        628,957         435,313
                                                    -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Investments in Real Estate                          (359,459)       (888,378)
  Proceeds from Sale of Real Estate                    644,852          18,534
                                                    -----------     -----------
       Net Cash Provided By (Used For)
          Investing Activities                         285,393        (869,844)
                                                    -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (Decrease) in Distributions Payable          11,174         (34,818)
  Distributions to Partners                           (645,267)       (519,729)
  Redemption Payments                                   (5,760)         (9,435)
                                                    -----------     -----------
       Net Cash Used For
          Financing Activities                        (639,853)       (563,982)
                                                    -----------     -----------
NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                                274,497        (998,513)

CASH AND CASH EQUIVALENTS, beginning of period         609,623       1,608,136
                                                    -----------     -----------

CASH AND CASH EQUIVALENTS, end of period           $   884,120     $   609,623
                                                    ===========     ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  Interest Paid During The Year                    $         0     $     4,025
                                                    ===========     ===========
                                
 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, 1994   $  (11,006) $ 5,256,551  $ 5,245,545    7,378.55

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

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

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

  Distributions                  (6,453)    (638,814)    (645,267)

  Redemption Payments               (57)      (5,703)      (5,760)     (10.00)

  Net Income                      6,497      643,145      649,642
                              ----------  -----------  -----------  -----------
BALANCE, December 31, 1996   $  (12,195) $ 5,138,732  $ 5,126,537    7,353.55
                              ==========  ===========  ===========  ===========



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

</PAGE>
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHlP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 and 1995
                                
(1)  Organization -

     AEI  Real  Estate Fund XV Limited Partnership  (Partnership)
     was  formed  to  acquire and lease commercial properties  to
     operating tenants.  The Partnership's operations are managed
     by  AEI  Fund  Management  86-A, Inc.  (AFM),  the  Managing
     General Partner of the Partnership.  Robert P. Johnson,  the
     President  and  sole  shareholder  of  AFM,  serves  as  the
     Individual General Partner of the Partnership.  An affiliate
     of  AFM,  AEI  Fund  Management, Inc.  (AEI),  performs  the
     administrative and operating functions for the Partnership.
     
     The   terms  of  the  Partnership  offering  called  for   a
     subscription  price of $1,000 per limited partnership  unit,
     payable   on  acceptance  of  the  offer.   The  Partnership
     commenced  operations  on  October  3,  1986  when   minimum
     subscriptions    of   1,300   Limited   Partnership    Units
     ($1,300,000)  were  accepted.   The  Partnership's  offering
     terminated   on   December  30,  1986   when   the   maximum
     subscription  limit  of  7,500  Limited  Partnership   Units
     ($7,500,000) was reached.
     
     Under  the  terms of the Limited Partnership Agreement,  the
     Limited  Partners and General Partners contributed funds  of
     $7,500,000  and $1,000, respectively.  During the  operation
     of the Partnership, any Net Cash Flow, as defined, which the
     General Partners determine to distribute will be distributed
     90% to the Limited Partners and 10% to the General Partners;
     provided,  however, that such distributions to  the  General
     Partners will be subordinated to the Limited Partners  first
     receiving an annual, noncumulative distribution of Net  Cash
     Flow equal to 10% of their Adjusted Capital Contribution, as
     defined,  and, provided further, that in no event  will  the
     General Partners receive less than 1% of such Net Cash  Flow
     per  annum.  Distributions to the Limited Partners  will  be
     made pro rata by Units.
     
     Any  Net  Proceeds  of Sale, as defined, from  the  sale  or
     financing of the Partnership's properties which the  General
     Partners determine to distribute will, after provisions  for
     debts  and  reserves, be paid in the following manner:   (i)
     first,  99%  to the Limited Partners and 1% to  the  General
     Partners until the Limited Partners receive an amount  equal
     to:  (a)  their Adjusted Capital Contribution  plus  (b)  an
     amount  equal  to 6% of their Adjusted Capital  Contribution
     per  annum, cumulative but not compounded, to the extent not
     previously distributed from Net Cash Flow; (ii) next, 99% to
     the  Limited  Partners and 1% to the General Partners  until
     the Limited Partners receive an amount equal to 14% of their
     Adjusted Capital Contribution per annum, cumulative but  not
     compounded, to the extent not previously distributed;  (iii)
     next, to the General Partners until cumulative distributions
     to the General Partners under Items (ii) and (iii) equal 15%
     of cumulative distributions to all Partners under Items (ii)
     and (iii).  Any remaining balance will be distributed 85% to
     the  Limited  Partners  and  15% to  the  General  Partners.
     Distributions to the Limited Partners will be made pro  rata
     by Units.

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 and 1995

(1)  Organization - (Continued)

     For  tax  purposes,  profits  from  operations,  other  than
     profits  attributable  to  the  sale,  exchange,  financing,
     refinancing   or  other  disposition  of  the  Partnership's
     property,  will  be  allocated first in the  same  ratio  in
     which,  and  to the extent, Net Cash Flow is distributed  to
     the Partners for such year.  Any additional profits will  be
     allocated 90% to the Limited Partners and 10% to the General
     Partners.   In the event no Net Cash Flow is distributed  to
     the  Limited  Partners,  90% of  each  item  of  Partnership
     income,  gain  or credit for each respective year  shall  be
     allocated to the Limited Partners, and 10% of each such item
     shall be allocated to the General Partners.  Net losses from
     operations will be allocated 98% to the Limited Partners and
     2% to the General Partners.
     
     For  tax purposes, profits arising from the sale, financing,
     or  other disposition of the Partnership's property will  be
     allocated  in  accordance with the Partnership Agreement  as
     follows:  (i) first, to those Partners with deficit balances
     in  their capital accounts in an amount equal to the sum  of
     such  deficit  balances; (ii) second,  99%  to  the  Limited
     Partners  and 1% to the General Partners until the aggregate
     balance in the Limited Partners' capital accounts equals the
     sum  of the Limited Partners' Adjusted Capital Contributions
     plus  an  amount  equal  to 14% of  their  Adjusted  Capital
     Contributions  per annum, cumulative but not compounded,  to
     the  extent  not previously allocated; (iii) third,  to  the
     General Partners until cumulative allocations to the General
     Partners equal 15% of cumulative allocations.  Any remaining
     balance  will  be allocated 85% to the Limited Partners  and
     15%  to the General Partners.  Losses will be allocated  98%
     to the Limited Partners and 2% to the General Partners.
     
     The  General Partners are not required to currently  fund  a
     deficit   capital   balance.   Upon   liquidation   of   the
     Partnership or withdrawal by a General Partner, the  General
     Partners will contribute to the Partnership an amount  equal
     to  the  lesser  of  the deficit balances in  their  capital
     accounts  or  1%  of  total Limited  Partners'  and  General
     Partners' capital contributions.
     
(2)  Summary of Significant Accounting Policies -

     Financial Statement Presentation

       The  accounts  of  the Partnership are maintained  on  the
       accrual  basis of accounting for both federal  income  tax
       purposes and financial reporting purposes.
       
     Accounting Estimates
     
       Management  uses  estimates and assumptions  in  preparing
       these  financial statements in accordance  with  generally
       accepted  accounting  principles.   Those  estimates   and
       assumptions may affect the reported amounts of assets  and
       liabilities,  the  disclosure  of  contingent  assets  and
       liabilities,  and  the  reported  revenues  and  expenses.
       Actual results could differ from those estimates.
       
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 and 1995

(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
     
       At  times  throughout  the year,  the  Partnership's  cash
       deposited  in  financial  institutions  may  exceed   FDIC
       insurance limits.
     
     Statement of Cash Flows
     
       For  purposes  of  reporting cash  flows,  cash  and  cash
       equivalents  include cash in checking,  cash  invested  in
       money  market  accounts, certificates of deposit,  federal
       agency  notes  and commercial paper with a term  of  three
       months or less.
     
     Income Taxes

       The  income or loss of the Partnership for federal  income
       tax  reporting  purposes is includable in the  income  tax
       returns of the partners.  Accordingly, no recognition  has
       been  given to income taxes in the accompanying  financial
       statements.
       
       The  tax  return, the qualification of the Partnership  as
       such  for  tax  purposes, and the amount of  distributable
       partnership  income or loss are subject to examination  by
       federal   and  state  taxing  authorities.   If  such   an
       examination  results  in  changes  with  respect  to   the
       Partnership  qualification or in changes to  distributable
       Partnership  income  or loss, the taxable  income  of  the
       partners would be adjusted accordingly.

     Real Estate

       The  Partnership's real estate is leased under triple  net
       leases  classified as operating leases.   The  Partnership
       recognizes  rental revenue on the accrual basis  according
       to  the terms of the individual leases.  For leases  which
       contain  cost  of  living  increases,  the  increases  are
       recognized in the year in which they are effective.
       
                                
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 and 1995

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

       Real  estate is recorded at the lower of cost or estimated
       net  realizable value.  The Financial Accounting Standards
       Board  issued  Statement  No.  121,  "Accounting  for  the
       Impairment of Long-Lived Assets and for Long-Lived  Assets
       to   be   Disposed   Of"  which  is  effective   for   the
       Partnership's fiscal year ended December 31,  1996.   This
       standard  requires the Partnership to compare the carrying
       amount  of  its  properties to the estimated  future  cash
       flows  expected  to  result  from  the  property  and  its
       eventual  disposition.  If the sum of the expected  future
       cash  flows  is  less  than the  carrying  amount  of  the
       property,  the  Statement  requires  the  Partnership   to
       recognize  an impairment loss by the amount by  which  the
       carrying amount of the property exceeds the fair value  of
       the  property.  Adoption of this Statement did not have  a
       material    effect   on   the   Partnership's    financial
       statements.
       
       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.

(3)  Related Party Transactions -

     In 1987, the Partnership acquired a 44.9042% interest in the
     restaurant   in  Waco,  Texas.   In  1988,  the  Partnership
     acquired  a  50%  interest in the Super 8 Motel  and  a  60%
     interest  in  the  Fuddruckers  restaurant.   The  remaining
     interests  in these properties are owned by AEI Real  Estate
     Fund   XVI   Limited  Partnership,  an  affiliate   of   the
     Partnership.   In  1996,  the  Partnership  acquired  a  20%
     interest  in  the  Tractor Supply  Company.   The  remaining
     interest  in this property is owned by AEI Real Estate  Fund
     85-A Limited Partnership, an affiliate of the Partnership.
     
     Each Partnership owns a separate, undivided interest in  the
     properties.   No  specific agreement  or  commitment  exists
     between  the  Partnerships as to  the  management  of  their
     respective  interests in the properties, and the Partnership
     that  holds  more  than  a  50% interest  does  not  control
     decisions  over  the  other  Partnership's  interest.    The
     financial   statements  reflect  only   this   Partnership's
     percentage  share  of  the properties'  land,  building  and
     equipment, liabilities, revenues and expenses.
     
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 and 1995

(3)  Related Party Transactions - (Continued)
     
     AFM and AEI received the following compensation and
     reimbursements for costs and expenses from the Partnership:


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

                                                     1996         1995
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.                                       $  97,897    $ 116,626
                                                   ========     ========

b.AEI and AFM are reimbursed for all direct
  expenses they have paid on the Partnership's
  behalf to third parties.  These expenses included
  printing costs, legal and filing fees, direct
  administrative costs, outside audit and
  accounting costs, taxes, insurance and
  other property costs.                           $  16,274    $  36,853
                                                   ========     ========

c.AEI is reimbursed for all property acquisition
  costs incurred by it in acquiring properties on
  behalf of the Partnership.  The amounts are net
  of financing and commitment fees and expense
  reimbursements received by the Partnership from
  the lessees in the amount of $29,768 and $14,210
  for 1996 and 1995, respectively.                $ (16,996)  $  20,433
                                                   ========    ========

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

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 and 1995

(4)  Investments in Real Estate -

     The  Partnership  leases its properties to  various  tenants
     through   non-cancelable  triple  net  leases,   which   are
     classified  as operating leases.  Under a triple net  lease,
     the  lessee  is  responsible  for  all  real  estate  taxes,
     insurance,  maintenance, repairs and operating  expenses  of
     the  property.  The initial Lease terms are 20 years  except
     for  the  JEMCARE  property (10 years), the  Tractor  Supply
     Company  (14  years),  the Arby's (15 years)  and  the  Waco
     property  discussed  below.   Several  of  the  Leases  have
     renewal   options  which  may  extend  the  lease  term   an
     additional  9 to 15 years.  The Leases contain rent  clauses
     which entitle the Partnership to receive additional rent  in
     future  years  based on stated rent increases  or  if  gross
     receipts  for the property exceed certain specified amounts,
     among  other conditions.  Certain lessees have been  granted
     options  to purchase the property.  Depending on the  lease,
     the purchase price is either determined by a formula, or  is
     the  greater of the fair market value of the property or the
     amount determined by a formula.  In all cases, if the option
     were to be exercised by the lessee, the purchase price would
     be greater than the original cost of the property.

     The  Partnership's  properties are all  commercial,  single-
     tenant properties.  The Arby's restaurant was built in  1972
     and  extensively remodeled in 1987.  The restaurant in Waco,
     Texas was constructed in 1980 and enlarged in 1982 and 1983.
     The  JEMCARE Learning Center was constructed in  1986.   The
     two  Children's  World Daycare Centers and  the  Fuddruckers
     restaurant  were newly-constructed in 1987.  The Partnership
     acquired all of these properties during 1987 and 1988.   The
     Denny's  restaurant and Tractor Supply Company  were  newly-
     constructed in 1995 and acquired in 1996.  There  have  been
     no  costs  capitalized  as improvements  subsequent  to  the
     acquisitions.
     
     The   cost   of   the  properties  and  related  accumulated
     depreciation at December 31, 1996 are as follows:

                                      Buildings and               Accumulated
Property                    Land        Equipment       Total    Depreciation

Children's World,
 Franconia Hills, VA     $   165,952  $   796,117    $   962,069   $   298,039
JEMCARE Learning Center
 Haltom City, TX             132,925      284,288        417,213       132,210
Children's World,
 Moreno Valley, CA           187,858      775,859        963,717       315,286
Arby's, Marshall, MI         120,499      465,926        586,425       185,090
Zapata's, Waco, TX           183,929      364,081        548,010       138,256
Fuddruckers, St. Louis, MO   593,703      544,593      1,138,296       214,640
Denny's,
 Greenville, TX              332,077      696,355      1,028,432        23,302
Tractor Supply Company
 Maryville, TN                40,267      179,138        219,405         5,666
                          -----------  -----------    -----------   -----------
                         $ 1,757,210  $ 4,106,357    $ 5,863,567   $ 1,312,489
                          ===========  ===========    ===========   ===========

                                
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 and 1995

(4)  Investments in Real Estate - (Continued)
     
     In  May, 1990, Flagship, Inc. (Flagship), the lessee of  the
     J.T.  McCord's  properties, filed for reorganization,  after
     occupying  the properties for approximately five years.   In
     March,   1993,   the  Partnership,  along  with   affiliated
     Partnerships which also own J.T. McCord's properties,  filed
     its  own plan of reorganization (the "Plan") with the Court.
     That  Plan  provided for an assignee of the Partnerships  (a
     replacement  tenant) to purchase the assets of Flagship  and
     operate  the restaurants with financial assistance from  the
     Partnerships.   This  Plan  was  expected   to   allow   the
     Partnerships  to  avoid  closing  these  properties,   allow
     operations  to  continue uninterrupted,  and  avoid  further
     costly litigation with Flagship and its creditors.  The Plan
     was  confirmed by the Court and the creditors April 16, 1993
     and became effective July 20, 1993.
     
     To  entice  the  assignee, WIM, Inc. (WIM)  to  operate  the
     restaurants  and  enter  into  the  Lease  Agreements,   the
     Partnership  provided funds to renovate the restaurants  and
     paid  for  operating expenses.  The Partnership's  share  of
     renovation  and  operating expenses during this  period  was
     $230,226  which was expensed in the fourth quarter of  1994.
     However,   WIM  was  not  able  to  operate  the  properties
     profitably  and  was  unable  to  make  rental  payments  as
     provided  in  the Lease Agreements.  To reduce expenses  and
     minimize  the losses produced by these properties, the  Waco
     restaurant was closed and listed for sale or lease.
     
     As  part  of  the  Plan, the Partnerships, which  own  these
     properties,  were responsible for an annual payment  to  the
     Creditors Trust of approximately $110,000 for the next  five
     years.   The  Partnership's share of the annual payment  was
     $16,465.   In  1994,  the Partnership  expensed  $71,520  to
     record  this liability and administrative costs  related  to
     the bankruptcy.
     
     In  1995, the Partnership negotiated a settlement, with  the
     trustee,  for a lump sum payment of the minimum  amount  due
     over  the  remaining  term of the Plan for  release  of  the
     Partnership and WIM from any other financial obligations and
     reporting  requirements to the trustee.  The  settlement  of
     $50,891 was completed in the fourth quarter of 1995.
     
     In June 1995, the Partnership re-leased the Waco property to
     Tex-Mex  Cocina  of Waco, L.C.  The Lease  Agreement  has  a
     primary  term  of  eighteen months  with  an  annual  rental
     payment  of  $24,248.  The Partnership  could  also  receive
     additional  rent if gross receipts from the property  exceed
     certain  specified  amounts.   The  Lease  contains  renewal
     options  which  may extend the lease term an  additional  10
     years.  The property is now operated as a Zapata's Cantina &
     Cafe.    While   the  property  was  being  re-leased,   the
     Partnership  was responsible for the real estate  taxes  and
     other costs required to maintain the property.
     
                                
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 and 1995

(4)  Investments in Real Estate - (Continued)

     In  June,  1994, the lessee of the Applebee's restaurant  in
     Hilton  Head,  South Carolina, exercised an  option  in  the
     Lease Agreement to purchase the property.  On July 29, 1994,
     the  sale  closed  with the Partnership receiving  net  sale
     proceeds  of  $1,667,500.  In October,  1994,  the  Managing
     General  Partner  filed  a  proxy statement  to  propose  an
     amendment  to the Limited Partnership Agreement  that  would
     allow  the  Partnership  to reinvest  the  net  proceeds  in
     additional properties.  The Amendment passed with a majority
     of Units voting in favor of the Amendment.
     
     During  1995, and 1994, the Partnership distributed  $82,709
     and  $207,539  of the net sale proceeds to the  Limited  and
     General   Partners  as  part  of  their  regular   quarterly
     distributions,  which  represented a return  of  capital  of
     $11.10   and   $27.84   per   Limited   Partnership    Unit,
     respectively.   The majority of the remaining  net  proceeds
     were reinvested in additional properties.
     
     On  January  10, 1996, the Partnership purchased  a  Denny's
     restaurant   in  Greenville,  Texas  for  $1,028,432.    The
     property  is  leased to Huntington Restaurants  Group,  Inc.
     under a Lease Agreement with a primary term of 20 years  and
     annual  rental payments of $113,625.  Through  December  31,
     1995,   the  Partnership  had  advanced  $867,945  for   the
     construction  of the property and was charging  interest  on
     the Note at the rate of 8%.
     
     On  February  14,  1996,  the Partnership  purchased  a  20%
     interest in a Tractor Supply Company in Maryville, Tennessee
     for  $219,405.   The  property is leased to  Tractor  Supply
     Company  under a Lease Agreement with a primary term  of  14
     years and annual rental payments of $22,575.
     
     In  July  1995,  the  lessee of the Super  8  motel  in  Hot
     Springs,   Arkansas,  exercised  an  option  in  the   Lease
     Agreement to purchase the property.  On March 29, 1996,  the
     sale closed with the Partnership receiving net sale proceeds
     of  $663,386 which resulted in a net gain of $216,645.   The
     Partnership recognized $18,534 of this gain in 1995  due  to
     nonrefundable deposits received from the purchaser.  At  the
     time  of sale, the cost and related accumulated depreciation
     of the property was $581,541 and $134,800, respectively.
     
     In  September, 1996, the Partnership distributed $127,273 of
     the  net  proceeds  as  an additional  distribution  to  the
     Limited and General Partners, which represented a return  of
     capital   of   $17.11   per   Limited   Partnership    Unit,
     respectively.   The majority of the remaining proceeds  will
     be reinvested in an additional property.
     
     On  January  24,  1997, the Partnership sold the  Children's
     World  Daycare  Center in Moreno Valley, California,  to  an
     unrelated third party.  The Partnership recognized net  sale
     proceeds  of approximately $1,300,000, which resulted  in  a
     net  gain  of approximately $654,000.  As part of  the  sale
     proceeds,  the  Partnership received a Promissory  Note  for
     $1,003,000.  The Note is due, together with accrued interest
     at a 10% rate, on March 25, 1997.
                                
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 and 1995


(4)  Investments in Real Estate - (Continued)
     
     The  minimum future rental on the non-cancelable Leases  for
     years subsequent to December 31, 1996 are as follows:

                       1997          $   622,633
                       1998              626,055
                       1999              629,626
                       2000              633,273
                       2001              605,687
                       Thereafter      4,795,232
                                      -----------
                                     $ 7,912,506
                                      ===========

     The Partnership recognized contingent rents in 1996 and 1995
     of $18,925 and $10,909, respectively.

(5)  Deferred Income -

     In  June,  1994, Fuddruckers, Inc., the restaurant concept's
     franchisor,  acquired  the  operations  of  the  Fuddruckers
     restaurant  in  St. Louis, Missouri, and assumed  the  lease
     obligations  from  the  original lessee.   As  part  of  the
     agreement,  the Partnership amended the Lease to reduce  the
     base  rent  from  the  current annual rent  of  $163,550  to
     $138,246.  The Partnership could receive additional rent  in
     the future if 10% of gross receipts from the property exceed
     the  base  rent.  In consideration for the lease  assumption
     and  amendment, the Partnership received a lump sum  payment
     from  the original lessee of $210,277.  The lump sum payment
     will be recognized as income over the remainder of the Lease
     term,  which  expires January 31, 2008, using  the  straight
     line  method.   As  of  December  31,  1996  and  1995,  the
     Partnership    has   recognized   $38,700    and    $23,220,
     respectively, of this payment as income.
     

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 and 1995


(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:
     
                                                     1996            1995
      Tenants                    Industry

     Children's World
      Learning Centers, Inc.    Child Care        $  277,177     $  270,417
     Fuddruckers Inc.           Restaurant           153,727        153,727
     Huntington Restaurants
      Group, Inc.               Restaurant           110,876            N/A
     Motel Developers, Inc.     Motel                    N/A         90,709
                                                   ----------     ----------

     Aggregate rent revenue of major tenants      $  541,780     $  514,853
                                                   ==========     ==========

     Aggregate rent revenue of major tenants as
     a percentage of total rent revenue                  78%            85%
                                                   ==========     ==========

(7)  Partners' Capital -

     Cash  distributions of $6,510 and $5,291 were  made  to  the
     General Partners and $638,814 and $514,532 were made to  the
     Limited  Partners for the years ended December 31, 1996  and
     1995,  respectively.   The  Limited Partners'  distributions
     represent  $86.78  and $69.77 per Limited  Partnership  Unit
     outstanding using 7,361 and 7,375 weighted average Units  in
     1996  and  1995, respectively.  The distributions  represent
     $86.59 and $53.97 per Unit of Net Income and $.19 and $15.80
     per  Unit of return of contributed capital in 1996 and 1995,
     respectively.
     
     As  part  of  the  Limited  Partner distributions  discussed
     above,  the Partnership distributed $126,000 and $81,882  of
     proceeds from property sales in 1996 and 1995, respectively.
     The  distributions  reduced the Limited  Partners'  Adjusted
     Capital Contributions.
     
     Distributions  of  Net  Cash Flow to  the  General  Partners
     during  1996  and  1995  were subordinated  to  the  Limited
     Partners  as  required in the Partnership Agreement.   As  a
     result,  99%  of distributions and income were allocated  to
     the Limited Partners and 1% to the General Partners.
     

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 1996 and 1995

(7)  Partners' Capital - (Continued)

     The  Partnership may acquire Units from Limited Partners who
     have tendered their Units to the Partnership. Such Units may
     be acquired at a discount.  The Partnership is not obligated
     to  purchase in any year more than 5% of the number of Units
     outstanding at the beginning 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  1996,  one Limited Partner redeemed a  total  of  10
     Partnership  Units  for  $5,703  in  accordance   with   the
     Partnership Agreement.  The Partnership acquired these Units
     using Net Cash Flow from operations.  In 1995, three Limited
     Partners  redeemed  a  total of  15  Partnership  Units  for
     $9,341.   The  redemptions increase  the  remaining  Limited
     Partners' ownership in the Partnership.
     
     After  the  effect of redemptions and the return of  capital
     from   the   sale   of   property,  the   Adjusted   Capital
     Contribution,  as defined in the Partnership  Agreement,  is
     $963.71 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:
     
                                                        1996          1995
     
     Net Income For Financial
      Reporting Purposes                            $  649,642    $  411,541
     
     Depreciation for Tax Purposes
      Under Depreciation For Financial
      Reporting Purposes                                43,688        38,449
     
     Income Accrued for Tax Purposes
      Under Income For Financial
      Reporting Purposes                               (15,480)      (15,480)
     
     Property Expenses For Tax Purposes
      Over Expenses For Financial
      Reporting Purposes                                     0       (54,913)
     
     Gain on Sale of Real Estate for Tax Purposes
      Under Gain for Financial Reporting Purposes      (15,419)            0
                                                     ----------    ----------
           Taxable Income to Partners               $  662,431    $  379,597
                                                     ==========    ==========
     
     
                                
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                                
                  NOTES TO FINANCIAL STATEMENTS
                                
                   DECEMBER 31, 1996, AND 1995

(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:
     
                                                       1996           1995
     
     Partners' Capital For
      Financial Reporting Purposes                 $ 5,126,537    $ 5,127,922
     
     Adjusted Tax Basis of Investments
      in Real Estate Over Net Investments
      in Real Estate for Financial
      Reporting Purposes                               139,266        110,997
     
     Capitalized Start-Up Costs
      Under Section 195                                152,848        152,848
     
     Amortization of Start-Up and
      Organization Costs                              (165,254)      (165,254)
     
     Income Accrued For Tax Purposes Over
      Income For Financial
      Reporting Purposes                               171,577        187,057
     
     Organization and Syndication Costs
      Treated as Reduction of Capital
      For Financial Reporting Purposes               1,067,225      1,067,225
                                                    -----------    -----------
           Partners' Capital For
              Tax Reporting Purposes               $ 6,492,199    $ 6,480,795
                                                    ===========    ===========
     
                                
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                                
                  NOTES TO FINANCIAL STATEMENTS
                                
                   DECEMBER 31, 1996, AND 1995

(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:
     
                                         1996                     1995
                                Carrying      Fair        Carrying     Fair
                                 Amount       Value        Amount      Value
     
     Cash                      $     257           257  $    1,680   $   1,680
     Money Market Funds          888,863       888,863     607,943     607,943
     Construction Advances             0             0     867,945     867,945
                                ---------     ---------  ---------    ---------
          Total Cash and
           Cash Equivalents    $ 884,120     $ 884,120  $  609,623   $ 609,623
                                =========     =========  =========    =========
     
     

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 52, is Chief Executive  Officer,
President  and  Director and has held these positions  since  the
formation  of  AFM  in December, 1985, and has  been  elected  to
continue in these positions until March, 1998.  From 1970 to  the
present,  he  has  been employed exclusively  in  the  investment
industry,  specializing  in  tax-advantaged  limited  partnership
investments.   In  that  capacity, he has been  involved  in  the
development,  analysis, marketing and management  of  public  and
private investment programs investing in net lease properties  as
well  as  public  and  private investment programs  investing  in
energy  development.   Since  1971,  Mr.  Johnson  has  been  the
president,  a  director  and  a  registered  principal   of   AEI
Incorporated,  which  is  registered  with  the  Securities   and
Exchange Commission as a securities broker-dealer, is a member of
the  National Association of Securities Dealers, Inc. (NASD)  and
is  a  member  of  the Security Investors Protection  Corporation
(SIPC).   Mr.  Johnson has been president,  a  director  and  the
principal shareholder of AEI Fund Management, Inc., a real estate
management  company founded by him, since 1978.  Mr.  Johnson  is
currently  a general partner or principal of the general  partner
in fifteen other limited partnerships.

        Mark  E.  Larson,  age 44, is Executive  Vice  President,
Treasurer  and  Chief Financial Officer and has been  elected  to
continue  in these positions until March, 1998.  Mr.  Larson  has
been  Treasurer and Executive Vice President since December, 1987
and  Chief  Financial Officer since January, 1990.   In  January,
1993,  Mr.  Larson was elected to serve as Secretary of  AFM  and
will  continue to serve until March, 1998.  Mr. Larson  has  been
employed  by  AEI  Fund Management, Inc. and affiliated  entities
since  1985.   From  1979  to 1985, Mr. Larson  was  with  Apache
Corporation as manager of Program Accounting responsible for  the
accounting  and reports for approximately 45 public partnerships.
Mr.   Larson   is  responsible  for  supervising  the  accounting
functions of AFM and the registrant.

ITEM 10.  EXECUTIVE COMPENSATION.

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


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

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

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        The  registrant,  AFM  and  its  affiliates  have  common
management and utilize the same facilities.  As a result, certain
administrative  expenses  are  allocated  among   these   related
entities.   All  of  such activities and any  other  transactions
involving the affiliates of the General Partner of the registrant
are  governed  by,  and  are conducted in  conformity  with,  the
limitations set forth in the Limited Partnership Agreement of the
registrant.  Reference is made to Note 3 on Pages 21 and  22  and
is incorporated herein by reference, for details of related party
transactions.

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

            A.   Exhibits -
                             Description

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

                 10.2  Purchase Agreement  dated
                       July  25,  1995  between the  Partnership,
                       AEI   Real   Estate   Fund   XVI   Limited
                       Partnership  and  Motel  Developers,  Inc.
                       relating  to the property at 4726  Central
                       Avenue,      Hot     Springs,     Arkansas
                       (incorporated  by  reference  to   Exhibit
                       10.1   of   Form   8-K  filed   with   the
                       Commission on April 2, 1996).

                 27    Financial  Data  Schedule
                       for year ended December 31, 1996.

       B.   Reports on Form 8-K and Form 8-K/A - None.
                                
                                
                           SIGNATURES
                                
       Pursuant to the requirements of Section 13 or 15(d) of the
Securities  Exchange Act of 1934, the registrant has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.


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


March 6, 1997              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 6, 1997
Robert P. Johnson        and Sole Director of Managing General
                         Partner

/s/ Mark E.Larson        Executive Vice President, Treasurer      March 6, 1997
Mark E. Larson           and Chief Financial Officer
                         (Principal Accounting Officer)



</TABLE>