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

                           FORM 10-QSB

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

             For the Quarter Ended:  March 31, 2002

                Commission file number:  0-14089


             AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
(Exact Name of Small Business Issuer as Specified 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)


                         Not Applicable
 (Former name, former address and former fiscal year, if changed
                       since last report)

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 preceding 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

         Transitional Small Business Disclosure Format:

                         Yes        No [X]




           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP


                              INDEX




PART I.Financial Information

 Item 1. Balance Sheet as of March 31, 2002 and December 31, 2001

         Statements for the Periods ended March 31, 2002 and 2001:

           Income

           Cash Flows

           Changes in Partners' Capital

         Notes to Financial Statements

 Item 2. Management's Discussion and Analysis

PART II.Other Information

 Item 1. Legal Proceedings

 Item 2. Changes in Securities

 Item 3. Defaults Upon Senior Securities

 Item 4. Submission of Matters to a Vote of Security Holders

 Item 5. Other Information

 Item 6. Exhibits and Reports on Form 8-K

<PAGE>
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                          BALANCE SHEET

              MARCH 31, 2002 AND DECEMBER 31, 2001

                           (Unaudited)

                             ASSETS

                                                     2002           2001

CURRENT ASSETS:
  Cash and Cash Equivalents                      $   320,428    $   341,244
  Receivables                                            147         21,164
                                                  -----------    -----------
      Total Current Assets                           320,575        362,408
                                                  -----------    -----------
INVESTMENTS IN REAL ESTATE:
  Land                                             1,781,122      1,781,122
  Buildings and Equipment                          4,367,409      4,367,409
  Accumulated Depreciation                        (1,219,051)    (1,183,364)
                                                  -----------    -----------
      Net Investments in Real Estate               4,929,480      4,965,167
                                                  -----------    -----------
          Total Assets                           $ 5,250,055    $ 5,327,575
                                                  ===========    ===========


                      LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.           $    23,245    $    33,687
  Distributions Payable                              117,294        117,294
  Unearned Rent                                       12,970              0
                                                  -----------    -----------
      Total Current Liabilities                      153,509        150,981
                                                  -----------    -----------
PARTNERS' CAPITAL (DEFICIT):
  General Partners                                      (800)             0
  Limited Partners, $1,000 Unit value;
   7,500 Units authorized and issued;
   7,261Units outstanding                          5,097,346      5,176,594
                                                  -----------    -----------
      Total Partners' Capital                      5,096,546      5,176,594
                                                  -----------    -----------
        Total Liabilities and Partners' Capital  $ 5,250,055    $ 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 PERIODS ENDED MARCH 31

                           (Unaudited)


                                                     2002           2001

INCOME:
   Rent                                         $   132,072    $   152,631
   Investment Income                                  1,052         14,169
                                                 -----------    -----------
        Total Income                                133,124        166,800
                                                 -----------    -----------

EXPENSES:
   Partnership Administration - Affiliates           36,879         29,648
   Partnership Administration and Property
      Management - Unrelated Parties                 10,176          7,873
   Depreciation                                      35,687         32,889
                                                 -----------    -----------
        Total Expenses                               82,742         70,410
                                                 -----------    -----------

NET INCOME                                      $    50,382    $    96,390
                                                 ===========    ===========

NET INCOME ALLOCATED:
   General Partners                             $       504    $       964
   Limited Partners                                  49,878         95,426
                                                 -----------    -----------
                                                $    50,382    $    96,390
                                                 ===========    ===========

NET INCOME PER LIMITED PARTNERSHIP UNIT
 (7,261 and 7,286 weighted average Units
 outstanding in 2002 and 2001, respectively)    $      6.87    $     13.10
                                                 ===========    ===========


 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 PERIODS ENDED MARCH 31

                           (Unaudited)


                                                        2002         2001

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net  Income                                     $    50,382   $    96,390

   Adjustments to Reconcile Net Income
   To Net Cash Provided by Operating Activities:
     Depreciation                                       35,687        32,889
     Decrease in Receivables                            21,017        12,555
     Decrease in Payable to
         AEI Fund Management, Inc.                     (10,442)      (11,680)
     Increase in Unearned Rent                          12,970        44,213
                                                    -----------   -----------
        Total Adjustments                               59,232        77,977
                                                    -----------   -----------
        Net Cash Provided By
        Operating Activities                           109,614       174,367
                                                    -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Investments in Real Estate                                0       (67,172)
                                                    -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Distributions to Partners                          (130,430)     (130,430)
                                                    -----------   -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS              (20,816)      (23,235)

CASH AND CASH EQUIVALENTS, beginning of period         341,244       370,051
                                                    -----------   -----------
CASH AND CASH EQUIVALENTS, end of period           $   320,428   $   346,816
                                                    ===========   ===========


 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 PERIODS ENDED MARCH 31

                           (Unaudited)


                                                                     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                (1,305)     (129,125)    (130,430)

  Net Income                      964        95,426       96,390
                             ---------   -----------  -----------  ----------
BALANCE, March 31, 2001     $ (10,629)  $ 5,293,861  $ 5,283,232    7,285.55
                             =========   ===========  ===========  ==========


BALANCE, December 31, 2001  $       0   $ 5,176,594  $ 5,176,594    7,261.00

  Distributions                (1,304)     (129,126)    (130,430)

  Net Income                      504        49,878       50,382
                             ---------   -----------  -----------  ----------
BALANCE, March 31, 2002     $    (800)  $ 5,097,346  $ 5,096,546    7,261.00
                             =========   ===========  ===========  ==========


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

                  NOTES TO FINANCIAL STATEMENTS

                         MARCH 31, 2002

                           (Unaudited)


(1)  The  condensed  statements included herein have been  prepared
     by  the Partnership, without audit, pursuant to the rules  and
     regulations  of  the Securities and Exchange  Commission,  and
     reflect   all  adjustments  which  are,  in  the  opinion   of
     management,  necessary to a fair statement of the  results  of
     operations for the interim period, on a basis consistent  with
     the  annual audited statements.  The adjustments made to these
     condensed   statements  consist  only  of   normal   recurring
     adjustments.   Certain information, accounting  policies,  and
     footnote    disclosures   normally   included   in   financial
     statements  prepared  in  accordance with  generally  accepted
     accounting principles have been condensed or omitted  pursuant
     to  such  rules  and  regulations,  although  the  Partnership
     believes  that  the  disclosures  are  adequate  to  make  the
     information  presented not misleading.  It is  suggested  that
     these  condensed financial statements be read  in  conjunction
     with  the  financial statements and the summary of significant
     accounting  policies  and  notes  thereto  included   in   the
     Partnership's latest annual report on Form 10-KSB.

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

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



           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(2)  Organization - (Continued)

     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.

     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.



           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(3)  Investments in Real Estate -

     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, 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 three months ended March 31,
     2002  and the year ended December 31, 2001, HRG owed $31,649
     and  $72,912 for past due rent, which has not been  accrued.
     The  Partnership is reviewing its available  options,  which
     include  allowing HRG to remain in the property  while  they
     develop a work-out plan or replacing them with a new lessee.

     On  November 21, 2001, the Partnership sold 9.9477%  of  the
     Tractor  Supply Company store to an unrelated  third  party.
     The  Partnership  received net sale  proceeds  of  $143,163,
     which  resulted in a net gain of $52,556.  At  the  time  of
     sale,  the cost and related accumulated depreciation of  the
     interest sold was $109,129 and $18,522, respectively.

     During   the  three  months  ended  March  31,   2002,   the
     Partnership distributed $26,611 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  $3.63  per  Limited  Partnership  Unit.    The
     remaining  net  sale proceeds will either be  reinvested  in
     additional  property or distributed to the Partners  in  the
     future.

(4)  Payable to AEI Fund Management -

     AEI  Fund  Management, Inc. performs the administrative  and
     operating functions for the Partnership.  The payable to AEI
     Fund   Management  represents  the  balance  due  for  those
     services.    This  balance  is  non-interest   bearing   and
     unsecured  and  is  to  be  paid in  the  normal  course  of
     business.


ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

        For  the three months ended March 31, 2002 and 2001,  the
Partnership  recognized rental income of $132,072  and  $152,631,
respectively.   During the same periods, the  Partnership  earned
investment income of $1,052 and $14,169, 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
2001, additional investment income was earned on the net proceeds
from property sales.

        In  May, 2001, Huntington Restaurants Group, Inc.  (HRG),
the  lessee  of the Denny's Restaurant, 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 three months ended March 31, 2002  and  the
year  ended  December 31, 2001, HRG owed $31,649 and $72,912  for
past  due  rent, which has not been accrued.  The Partnership  is
reviewing  its available options, which include allowing  HRG  to
remain  in  the  property while they develop a work-out  plan  or
replacing them with a new lessee.

       During the three months ended March 31, 2002 and 2001, the
Partnership   paid   Partnership   administration   expenses   to
affiliated  parties of $36,879 and $29,648, 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  $10,176  and $7,873, respectively.   These  expenses
represent  direct payments to third parties for legal and  filing
fees,  direct administrative costs, outside audit and  accounting
costs, taxes, insurance and other property costs.

        As  of March 31, 2002, 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
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  three  months  ended  March  31,  2002,  the
Partnership's cash balances decreased $20,816 as the  Partnership
distributed  more  cash to the Partners than  it  generated  from
operating  activities.  Net cash provided by operating activities
decreased from $174,367 in 2001 to $109,614 in 2002, as a  result
of   a   decrease  in  income  and  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.

ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS  (Continued)

        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 three  months  ended
March  31,  2001, the Partnership expended $67,172 to  invest  in
real  properties  (inclusive  of  acquisition  expenses)  as  the
Partnership reinvested cash generated from property sales.

        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.

        On November 21, 2001, the Partnership sold 9.9477% of the
Tractor  Supply Company store to an unrelated third  party.   The
Partnership  received  net  sale  proceeds  of  $143,163,   which
resulted in a net gain of $52,556.  At the time of sale, the cost
and  related  accumulated depreciation of the interest  sold  was
$109,129 and $18,522, respectively.

        During  the  three  months  ended  March  31,  2002,  the
Partnership distributed $26,611 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 $3.63  per
Limited  Partnership Unit.  The remaining net sale proceeds  will
either be reinvested in additional property or distributed to the
Partners in the future.

       The Partnership's primary use of cash flow is distribution
and  redemption  payments to Partners.  The Partnership  declares
its  regular  quarterly  distributions before  the  end  of  each
quarter and pays the distribution in the first week after the end
of  each quarter.  The Partnership attempts to maintain a  stable
distribution  rate from quarter to quarter.  Redemption  payments
are  paid  to  redeeming Partners in the fourth quarter  of  each
year.

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

        During  2001, three Limited Partners redeemed a total  of
24.55  Partnership  Units  for  $9,039  in  accordance  with  the
Partnership  Agreement.   The Partnership  acquired  these  Units
using Net Cash Flow from operations.  In prior years, a total  of
twenty-eight Limited Partners redeemed 214.45 Units for $136,712.
The   redemptions   increase  the  remaining  Limited   Partners'
ownership in the Partnership.

       The continuing rent payments from the properties, together
with  cash  generated from property sales, should be adequate  to
fund   continuing   distributions  and  meet  other   Partnership
obligations on both a short-term and long-term basis.
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS  (Continued)

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

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

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

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

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

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

    the effect of tenant defaults; and

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


                   PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

       There  are no material pending legal proceedings to  which
  the  Partnership  is  a  party or of  which  the  Partnership's
  property is subject.

ITEM 2.CHANGES IN SECURITIES

      None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

      None.

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

      None.

ITEM 5.OTHER INFORMATION

      None.

                   PART II - OTHER INFORMATION
                           (Continued)

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K

       a. Exhibits - None.

       b. Reports filed on Form 8-K - None.


                           SIGNATURES

        In  accordance with the requirements of the Exchange Act,
the  Registrant has caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


Dated:  April 30, 2002        AEI Real Estate Fund XV
                              Limited Partnership
                              By:  AEI Fund Management 86-A, Inc.
                              Its: Managing General Partner


                              By: /s/ Robert P. Johnson
                                      Robert P. Johnson
                                      President
                                      (Principal Executive Officer)


                              By: /s/ Mark E. Larson
                                      Mark E. Larson
                                      Chief Financial Officer
                                      (Principal Accounting Officer)