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:  September 30, 2004

                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.)


    30 East 7th Street, Suite 1300, 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 September 30, 2004 and December 31, 2003

          Statements for the Periods ended September 30, 2004 and 2003:

           Income

           Cash Flows

           Changes in Partners' Capital

          Notes to Financial Statements

 Item 2. Management's Discussion and Analysis

 Item 3. Controls and Procedures

PART II. Other Information

 Item 1. Legal Proceedings

 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 Item 3. Defaults Upon Senior Securities

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

 Item 5. Other Information

 Item 6. Exhibits

         Signatures

<PAGE>
           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                          BALANCE SHEET
            SEPTEMBER 30, 2004 AND DECEMBER 31, 2003

                           (Unaudited)

                             ASSETS

                                                    2004             2003
CURRENT ASSETS:
  Cash and Cash Equivalents                    $   819,247       $ 2,770,726
  Receivables                                       40,148            28,419
  Note Receivable                                   97,000           100,000
                                                -----------       -----------
      Total Current Assets                         956,395         2,899,145
                                                -----------       -----------
INVESTMENTS IN REAL ESTATE:
  Land                                             585,947           585,947
  Buildings and Equipment                        1,677,236         1,677,236
  Accumulated Depreciation                        (829,734)         (790,350)
                                                -----------       -----------
                                                 1,433,449         1,472,833
  Real Estate Held for Sale                              0         1,770,391
                                                -----------       -----------
      Net Investments in Real Estate             1,433,449         3,243,224
                                                -----------       -----------
          Total Assets                         $ 2,389,844       $ 6,142,369
                                                ===========       ===========

                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.         $    18,075       $    84,957
  Distributions Payable                             41,930         1,111,101
                                                -----------       -----------
      Total Current Liabilities                     60,005         1,196,058
                                                -----------       -----------
PARTNERS' CAPITAL:
  General Partners                                       0                 0
  Limited Partners, $1,000 per Unit;
   7,500 Units authorized and issued;
   7,256 Units outstanding                       2,329,839         4,946,311
                                                -----------       -----------
      Total Partners' Capital                    2,329,839         4,946,311
                                                -----------       -----------
       Total Liabilities and Partners' Capital $ 2,389,844       $ 6,142,369
                                                ===========       ===========
 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 SEPTEMBER 30

                           (Unaudited)

                                 Three Months Ended        Nine Months Ended
                              9/30/04        9/30/03    9/30/04      9/30/03

RENTAL INCOME                $ 62,420       $ 63,757   $ 187,535   $  190,268

EXPENSES:
   Partnership Administration -
     Affiliates                13,238         22,701      42,394       69,121
   Partnership Administration
     and Property Management -
     Unrelated Parties          7,426          1,890      32,555       16,508
   Depreciation                13,128         13,128      39,384       39,384
                              --------       --------   ---------   ----------
        Total Expenses         33,792         37,719     114,333      125,013
                              --------       --------   ---------   ----------

OPERATING INCOME               28,628         26,038      73,202       65,255

OTHER INCOME:
   Interest Income              4,456         30,071      20,192       51,390
                              --------       --------   ---------   ----------
INCOME FROM CONTINUING
   OPERATIONS                  33,084         56,109      93,394      116,645

Income from
  Discontinued Operations           0         32,239     508,640      991,698
                              --------       --------   ---------   ----------
NET INCOME                   $ 33,084       $ 88,348   $ 602,034   $1,108,343
                              ========       ========   =========   ==========
NET INCOME ALLOCATED:
   General Partners          $    463       $  1,120   $  32,185   $    3,227
   Limited Partners            32,621         87,228     569,849    1,105,116
                              --------       --------   ---------   ----------
                             $ 33,084       $ 88,348   $ 602,034   $1,108,343
                              ========       ========   =========   ==========
INCOME PER LIMITED PARTNERSHIP UNIT:
   Continuing Operations     $   4.50       $   7.63   $   12.74   $    15.90
   Discontinued Operations          0           4.38       65.79       136.30
                              --------       --------   ---------   ----------
        Total                $   4.50       $  12.01   $   78.53   $   152.20
                              ========       ========   =========   ==========
Weighted Average
  Units Outstanding             7,256          7,261       7,256        7,261
                              ========       ========   =========   ==========

 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 NINE-MONTH PERIODS ENDED SEPTEMBER 30

                           (Unaudited)

                                                        2004          2003
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income                                      $   602,034    $ 1,108,343

   Adjustments to Reconcile Net Income to Net Cash
   Provided by Operating Activities:
     Depreciation                                       39,384         55,585
     Gain on Sale of Real Estate                      (503,677)      (905,308)
     Increase in Receivables                           (11,729)       (38,672)
     Decrease in Note Receivable                         3,000              0
     Decrease in Payable to
        AEI Fund Management, Inc.                      (66,882)       (45,304)
                                                    -----------    -----------
        Total Adjustments                             (539,904)      (933,699)
                                                    -----------    -----------
        Net Cash Provided By
           Operating Activities                         62,130        174,644
                                                    -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Investments in Real Estate                               0     (3,722,142)
    Proceeds  from Sale of Real Estate               2,274,068      3,715,150
                                                    -----------    -----------
        Net Cash Provided By (Used For)
           Investing Activities                      2,274,068         (6,992)
                                                    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Increase (Decrease) in Distributions Payable  (1,069,171)        12,128
      Distributions to Partners                     (3,218,506)      (322,707)
                                                    -----------    -----------
        Net Cash Used For
          Financing Activities                      (4,287,677)      (310,579)
                                                    -----------    -----------
NET DECREASE IN CASH AND
   CASH EQUIVALENTS                                 (1,951,479)      (142,927)

CASH AND CASH EQUIVALENTS, beginning of period       2,770,726        461,388
                                                    -----------    -----------
CASH AND CASH EQUIVALENTS, end of period           $   819,247    $   318,461
                                                    ===========    ===========

 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 SEPTEMBER 30

                           (Unaudited)


                                                                    Limited
                                                                  Partnership
                             General      Limited                    Units
                             Partners     Partners     Total      Outstanding


BALANCE, December 31, 2002  $      0   $ 4,791,259   $ 4,791,259    7,261.00

  Distributions               (3,227)     (319,480)     (322,707)

  Net Income                   3,227     1,105,116     1,108,343
                             --------   -----------   -----------  ----------
BALANCE, September 30, 2003 $      0   $ 5,576,895   $ 5,576,895    7,261.00
                             ========   ===========   ===========  ==========


BALANCE, December 31, 2003  $      0   $ 4,946,311   $ 4,946,311    7,256.00

  Distributions              (32,185)   (3,186,321)   (3,218,506)

  Net Income                  32,185       569,849       602,034
                             --------   -----------   -----------  ----------
BALANCE, September 30, 2004 $      0   $ 2,329,839   $ 2,329,839    7,256.00
                             ========   ===========   ===========  ==========


 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
                       SEPTEMBER 30, 2004

                           (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
     director  of AFM, serves as the Individual General  Partner.
     AFM  is a wholly owned subsidiary of AEI Capital Corporation
     of  which Mr. Johnson is the majority shareholder.  AEI Fund
     Management,  Inc. (AEI), an affiliate of AFM,  performs  the
     administrative and operating functions for the Partnership.

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

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

           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, 100% to the Limited 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)  Reclassification -

     Certain items in the prior year's financial statements  have
     been  reclassified  to conform to 2004 presentation.   These
     reclassifications  had no effect on Partners'  capital,  net
     income or cash flows.

(4)  Investments in Real Estate -

     In  July  2003,  the  lessee of the Razzoo's  restaurant  in
     Austin,  Texas  notified  the  Partnership  that  they  were
     experiencing financial difficulty stemming from  lower  than
     expected  sales and might not be able to pay  future  rents.
     However,  rents  are current.  Subsequent to  September  30,
     2004,  the  Partnership and lessee entered into an agreement
     to  amend  the Lease to provide the lessee with  options  to
     purchase  the property and terminate the Lease.   Under  the
     purchase option, which expires October 31, 2006, the  lessee
     can  elect  to  purchase the Partnership's interest  in  the
     property  for $572,000.  Under the termination  option,  the
     lessee can elect to terminate the Lease by providing no less
     than   six   months  prior  written  notice  and  paying   a
     termination  payment equal to one year's  rent.   The  lease
     cannot be terminated prior to October 31, 2006.  As part  of
     this   agreement,  the  Partnership  received   a   personal
     guarantee  from the majority shareholder of the  lessee  for
     payment  of the rent through October 31, 2006.  In addition,
     the  Partnership was reimbursed for certain expenses related
     to   legal  action  it  pursued  in  connection  with   this
     situation,  which expenses will be recognized in the  fourth
     quarter of 2004.

(5)  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.

(6)  Note Receivable -

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

     HRG  did  not pay the outstanding principal and interest  on
     the  due  date.   The  Partnership commenced  legal  actions
     against  HRG to collect the outstanding amounts.  In  August
     2004, the Partnership and HRG reached an agreement to extend
     the  due  date of the Note to February 1, 2005.  As part  of
     the  agreement, HRG paid the Partnership $25,000, which  was
     applied  to collection costs and accrued interest  with  the
     balance applied to the principal balance.  In addition,  HRG
     signed  a legal document to be filed with a court that  will
     make it easier for the Partnership to seek collection of any
     amounts due in the event of a future default.


           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(7)  Discontinued Operations -

     In  May 2001, Huntington Restaurants Group, Inc. (HRG),  the
     lessee  of  the  Denny's  restaurant in  Greenville,  Texas,
     notified  the Partnership that it was experiencing financial
     problems  and would not make the lease payments  while  they
     worked  out  a  plan  which would enable  them  to  continue
     operations   without  seeking  bankruptcy  protection.    In
     November  2002, HRG closed the restaurant due to  continuing
     operating  losses and indicated that if HRG  was  forced  to
     file for bankruptcy protection, the Lease would be rejected.
     After  reviewing  the financial condition  of  HRG  and  its
     owners  and  the  operating  results  of  the  property,  in
     December 2002, the Partnership reached a settlement with the
     parties  to terminate the Lease and release the owners  from
     their  Lease  guarantee.  The Partnership  received  a  cash
     payment of $66,896 and a $100,000 Promissory Note from  HRG,
     which was guaranteed by its owners.  The Partnership applied
     $28,963  of  the payment against unpaid real  estate  taxes.
     The  balance of the settlement consideration of $137,933 was
     recognized  as  Lease Settlement Income for the  year  ended
     December  31,  2002.   While the property  was  vacant,  the
     Partnership was responsible for real estate taxes and  other
     costs required to maintain the property.

     On  December  30,  2002,  the Partnership  entered  into  an
     agreement  to sell the property for $500,000 to an unrelated
     third  party.  In the fourth quarter of 2002,  a  charge  to
     operations  for  real  estate  impairment  of  $220,837  was
     recognized, which was the difference between the book  value
     at  December 31, 2002 of $690,837 and the estimated net sale
     proceeds  of  $470,000. The charge was recorded against  the
     cost  of  the land and building.  On May 22, 2003, the  sale
     closed  with the Partnership receiving net sale proceeds  of
     $467,789,  which resulted in a net loss of $2,211.   At  the
     time  of sale, the cost and related accumulated depreciation
     was $636,198 and $166,198, respectively.

     During  the first quarter of 2003, the Partnership sold  its
     26.05%  interest  in  the Champps Americana  restaurant,  in
     eight  separate  transactions, to unrelated  third  parties.
     The   Partnership  received  total  net  sale  proceeds   of
     $1,776,832,  which resulted in a net gain of $585,894.   The
     total  cost  and  related accumulated  depreciation  of  the
     interests sold was $1,330,265 and $139,327, respectively.

     On  February  1,  2003,  the  Partnership  entered  into  an
     agreement to sell the JEMCARE Learning Center to the lessee.
     On  March  7,  2003,  the sale closed with  the  Partnership
     receiving net sale proceeds of $247,219, which resulted in a
     net  gain  of  $9,595.  At the time of sale,  the  cost  and
     related  accumulated depreciation was $417,213 and $179,589,
     respectively.

     On  February  3,  2003,  the  Partnership  entered  into  an
     agreement  to  sell the Children's World daycare  center  in
     West Chester, Ohio to an unrelated third party.  On March 4,
     2003,  the  sale closed with the Partnership  receiving  net
     sale proceeds of $1,223,310, which resulted in a net gain of
     $312,030.   At  the  time  of sale,  the  cost  and  related
     accumulated   depreciation   was   $999,162   and   $87,882,
     respectively.

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(7)  Discontinued Operations - (Continued)

     On March 3, 2003, the Partnership purchased a parcel of land
     in  Pharr,  Texas  for  $781,000.  The Partnership  obtained
     title  to  the land in the form of an undivided  fee  simple
     interest.  The land is leased to Kona Restaurant Group, Inc.
     (KRG)  under  a Lease Agreement with a primary  term  of  17
     years and annual rental payments of $78,100.  Simultaneously
     with  the purchase of the land, the Partnership entered into
     a   Development   Financing  Agreement   under   which   the
     Partnership advanced funds to KRG for the construction of  a
     Johnny  Carino's  restaurant on the site.  Pursuant  to  the
     Lease,  any improvements to the land during the term of  the
     Lease  become  the property of the lessor.  The  Partnership
     charged  interest  on the advances at a  rate  of  10%.   On
     September 30, 2003, after the development was completed, the
     Lease   Agreement  was  amended  to  require  annual  rental
     payments  of  $200,600.  Total acquisition costs,  including
     the cost of the land, were $1,996,913.

     On  December 23, 2003, the Partnership sold 10.8425% of  the
     Johnny Carino's restaurant to an unrelated third party.  The
     Partnership  received net sale proceeds of  $275,548,  which
     resulted  in  a net gain of $60,048.  The cost  and  related
     accumulated  depreciation of the interest sold was  $216,515
     and $1,015, respectively.

     In January 2004, the Partnership sold its remaining 89.1575%
     interest in the Johnny Carino's restaurant, in five separate
     transactions,  to unrelated third parties.  The  Partnership
     received  total  net  sale  proceeds  of  $2,274,068,  which
     resulted  in a net gain of $503,677.  At December 31,  2003,
     the  property  was classified as Real Estate Held  for  Sale
     with a book value of $1,770,391.

     On August 27, 2003, the Partnership purchased a 21% interest
     in  a  Garden  Ridge  retail store in Woodlands,  Texas  for
     $1,746,370.   The property is leased to Garden  Ridge,  L.P.
     under a Lease Agreement with a primary term of 20 years  and
     annual rental payments of $197,932.  The remaining interests
     in the property were purchased by AEI Real Estate Fund XVIII
     Limited  Partnership, AEI Income & Growth Fund XXII  Limited
     Partnership and AEI Income & Growth Fund 24 LLC,  affiliates
     of the Partnership.

     During the fourth quarter of 2003, the Partnership sold  its
     interest  in the Garden Ridge retail store, in five separate
     transactions,  to unrelated third parties.  The  Partnership
     received  total  net  sale  proceeds  of  $2,032,178,  which
     resulted  in  a  net gain of $299,527.  The total  cost  and
     related  accumulated depreciation of the interests sold  was
     $1,746,370 and $13,719, respectively.

     In  December 2003, the Partnership distributed $1,010,101 of
     net sale proceeds to the Limited and General Partners, which
     represented  a  return  of capital of  $137.82  per  Limited
     Partnership   Unit.    In   March  2004,   the   Partnership
     distributed  $3,030,303 of net sale proceeds to the  Limited
     and  General Partners, which represented a return of capital
     of $413.45 per Limited Partnership Unit.

           AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(7)  Discontinued Operations - (Continued)

     The financial results for these properties are reflected  as
     Discontinued   Operations  in  the  accompanying   financial
     statements.   The following are the results of  discontinued
     operations for the periods ended September 30:

                                Three Months Ended       Nine Months Ended
                               9/30/04      9/30/03   9/30/04      9/30/03

Rental Income                  $    0    $ 39,020   $   5,555     $ 112,562
Property Management Expenses        0        (675)       (592)       (9,971)
Depreciation                        0      (6,106)          0       (16,201)
Gain on Disposal of Real Estate     0           0     503,677       905,308
                                ------    --------   ---------     ---------
   Income from
     Discontinued Operations   $    0    $ 32,239   $ 508,640     $ 991,698
                                ======    ========   =========     =========

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS.

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

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

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

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

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

    the effect of tenant defaults; and

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


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

The Application of Critical Accounting Policies

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

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

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

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

Results of Operations

       For the nine months ended September 30, 2004 and 2003, the
Partnership  recognized rental income from continuing  operations
of $187,535 and $190,268, respectively.

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

       For the nine months ended September 30, 2004 and 2003, the
Partnership  incurred  Partnership administration  expenses  from
affiliated  parties of $42,394 and $69,121, respectively.   These
administration  expenses  include  costs  associated   with   the
management of the properties, processing distributions, reporting
requirements and correspondence to the Limited Partners.  As  the
Partnership's asset base decreases due to property sales,  it  is
allocated a smaller share of expenses that are allocated  by  AEI
Fund  Management, Inc. based on the relative assets of the  funds
under  management.    During  the same periods,  the  Partnership
incurred   Partnership  administration  and  property  management
expenses   from  unrelated  parties  of  $32,555   and   $16,508,
respectively.  These expenses represent direct payments to  third
parties  for legal and filing fees, direct administrative  costs,
outside  audit and accounting costs, taxes, insurance  and  other
property  costs.  The increase in these expenses  in  2004,  when
compared  to  2003,  is  mainly the result of  expenses  incurred
related to the Razzoo's situation discussed below.

        In  July  2003, the lessee of the Razzoo's restaurant  in
Austin,   Texas   notified  the  Partnership   that   they   were
experiencing  financial  difficulty  stemming  from  lower   than
expected  sales  and  might  not be able  to  pay  future  rents.
However,  rents are current.  Subsequent to September  30,  2004,
the Partnership and lessee entered into an agreement to amend the
Lease to provide the lessee with options to purchase the property
and  terminate  the  Lease.   Under the  purchase  option,  which
expires  October 31, 2006, the lessee can elect to  purchase  the
Partnership's interest in the property for $572,000.   Under  the
termination option, the lessee can elect to terminate  the  Lease
by  providing  no less than six months prior written  notice  and
paying a termination payment equal to one year's rent.  The lease
cannot be terminated prior to October 31, 2006.  As part of  this
agreement, the Partnership received a personal guarantee from the
majority  shareholder  of  the lessee for  payment  of  the  rent
through  October  31,  2006.  In addition,  the  Partnership  was
reimbursed  for  certain  expenses related  to  legal  action  it
pursued in connection with this situation, which expenses will be
recognized in the fourth quarter of 2004.

       For the nine months ended September 30, 2004 and 2003, the
Partnership  recognized interest income of $20,192  and  $51,390,
respectively.   In  2004, interest income decreased  due  to  the
Partnership  receiving  interest from  construction  advances  in
2003.

        In  accordance  with  Statement of  Financial  Accounting
Standards  No. 144, Accounting for the Impairment or Disposal  of
Long-Lived  Assets,  upon  complete disposal  of  a  property  or
classification of a property as Real Estate Held  for  Sale,  the
Partnership  includes  the operating  results  and  sale  of  the
property   in   discontinued  operations.    In   addition,   the
Partnership reclassifies the prior periods operating results  and
any  partial  sales  of the property to discontinued  operations.
For  the  nine  months ended September 30, 2004, the  Partnership
recognized  income  from  discontinued  operations  of  $508,640,
representing rental income less property management  expenses  of
$4,963 and gain on disposal of real estate of $503,677.  For  the
nine  months ended September 30, 2003, the Partnership recognized
income  from  discontinued operations of  $991,698,  representing
rental  income less property management expenses and depreciation
of $86,390 and gain on disposal of real estate of $905,308.

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

       In May 2001, Huntington Restaurants Group, Inc. (HRG), the
lessee  of the Denny's restaurant in Greenville, Texas,  notified
the  Partnership that it was experiencing financial problems  and
would  not make the lease payments while they worked out  a  plan
which  would  enable them to continue operations without  seeking
bankruptcy   protection.   In  November  2002,  HRG  closed   the
restaurant due to continuing operating losses and indicated  that
if  HRG  was forced to file for bankruptcy protection, the  Lease
would  be  rejected.  After reviewing the financial condition  of
HRG and its owners and the operating results of the property,  in
December  2002,  the  Partnership reached a settlement  with  the
parties to terminate the Lease and release the owners from  their
Lease  guarantee.   The Partnership received a  cash  payment  of
$66,896  and  a  $100,000 Promissory Note  from  HRG,  which  was
guaranteed by its owners.  The Partnership applied $28,963 of the
payment  against unpaid real estate taxes.  The  balance  of  the
settlement  consideration of $137,933  was  recognized  as  Lease
Settlement  Income for the year ended December 31,  2002.   While
the property was vacant, the Partnership was responsible for real
estate taxes and other costs required to maintain the property.

        On  December  30, 2002, the Partnership entered  into  an
agreement to sell the property for $500,000 to an unrelated third
party.  In the fourth quarter of 2002, a charge to operations for
real estate impairment of $220,837 was recognized, which was  the
difference  between  the  book value  at  December  31,  2002  of
$690,837  and  the estimated net sale proceeds of  $470,000.  The
charge  was  recorded against the cost of the land and  building.
On  May  22, 2003, the sale closed with the Partnership receiving
net  sale proceeds of $467,789, which resulted in a net  loss  of
$2,211.   At  the time of sale, the cost and related  accumulated
depreciation was $636,198 and $166,198, respectively.

       During the first quarter of 2003, the Partnership sold its
26.05%  interest  in the Champps Americana restaurant,  in  eight
separate   transactions,  to  unrelated   third   parties.    The
Partnership received total net sale proceeds of $1,776,832, which
resulted  in a net gain of $585,894.  The total cost and  related
accumulated depreciation of the interests sold was $1,330,265 and
$139,327, respectively.

        On  February  1,  2003, the Partnership entered  into  an
agreement to sell the JEMCARE Learning Center to the lessee.   On
March 7, 2003, the sale closed with the Partnership receiving net
sale  proceeds  of  $247,219, which resulted in  a  net  gain  of
$9,595.   At  the time of sale, the cost and related  accumulated
depreciation was $417,213 and $179,589, respectively.

        On  February  3,  2003, the Partnership entered  into  an
agreement  to  sell the Children's World daycare center  in  West
Chester, Ohio to an unrelated third party.  On March 4, 2003, the
sale  closed with the Partnership receiving net sale proceeds  of
$1,223,310,  which resulted in a net gain of  $312,030.   At  the
time  of sale, the cost and related accumulated depreciation  was
$999,162 and $87,882, respectively.

        During  the fourth quarter of 2003, the Partnership  sold
its  interest  in  the  Garden Ridge retail store  in  Woodlands,
Texas, in five separate transactions, to unrelated third parties.
The  Partnership received total net sale proceeds of  $2,032,178,
which  resulted  in a net gain of $299,527.  The total  cost  and
related  accumulated  depreciation  of  the  interests  sold  was
$1,746,370 and $13,719, respectively.

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

       On December 23, 2003, the Partnership sold 10.8425% of the
Johnny Carino's restaurant in Pharr, Texas to an unrelated  third
party.   The Partnership received net sale proceeds of  $275,548,
which  resulted in a net gain of $60,048.  The cost  and  related
accumulated  depreciation of the interest sold was  $216,515  and
$1,015, respectively.

        In  January  2004,  the Partnership  sold  its  remaining
89.1575%  interest  in the Johnny Carino's  restaurant,  in  five
separate   transactions,  to  unrelated   third   parties.    The
Partnership received total net sale proceeds of $2,274,068, which
resulted  in a net gain of $503,677.  At December 31,  2003,  the
property was classified as Real Estate Held for Sale with a  book
value of $1,770,391.

        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  nine months ended September  30,  2004,  the
Partnership's cash balances decreased $1,951,479 as a  result  of
distributions  paid to the Partners in excess of  cash  generated
from  operating and investing activities.  During the nine months
ended   September  30,  2003,  the  Partnership's  cash  balances
decreased $142,927 as a result of cash used to purchase  property
and  distributions  paid  to  the  Partners  in  excess  of  cash
generated from operating activities, which were partially  offset
by cash generated from the sale of property.

        Net  cash provided by operating activities decreased from
$174,644 in 2003 to $62,130 in 2004 as a result of a decrease  in
total  rental  and interest income in 2004, which  was  partially
offset  by a decrease in Partnership administration and  property
management  expenses in 2004 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.  During the nine  months  ended
September 30, 2004 and 2003, the Partnership generated cash  flow
from  the  sale  of  real  estate of $2,274,068  and  $3,715,150.
During  the nine months ended September 30, 2003, the Partnership
expended  $3,722,142 to invest in real properties  (inclusive  of
acquisition   expenses)  as  the  Partnership   reinvested   cash
generated from property sales.

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

        On  March 3, 2003, the Partnership purchased a parcel  of
land  in  Pharr,  Texas  for $781,000.  The Partnership  obtained
title  to  the  land  in  the form of  an  undivided  fee  simple
interest.   The  land  is leased to Kona Restaurant  Group,  Inc.
(KRG) under a Lease Agreement with a primary term of 17 years and
annual  rental  payments  of $78,100.   Simultaneously  with  the
purchase  of the land, the Partnership entered into a Development
Financing Agreement under which the Partnership advanced funds to
KRG  for the construction of a Johnny Carino's restaurant on  the
site.  Pursuant to the Lease, any improvements to the land during
the  term  of  the Lease become the property of the lessor.   The
Partnership  charged interest on the advances at a rate  of  10%.
On  September 30, 2003, after the development was completed,  the
Lease Agreement was amended to require annual rental payments  of
$200,600.   Total acquisition costs, including the  cost  of  the
land, were $1,996,913.

        On  August  27,  2003, the Partnership  purchased  a  21%
interest  in a Garden Ridge retail store in Woodlands, Texas  for
$1,746,370.  The property is leased to Garden Ridge, L.P. under a
Lease Agreement with a primary term of 20 years and annual rental
payments  of  $197,932.  The remaining interests in the  property
were purchased by AEI Real Estate Fund XVIII Limited Partnership,
AEI  Income & Growth Fund XXII Limited Partnership and AEI Income
& Growth Fund 24 LLC, affiliates of the Partnership.

        The  Partnership's primary use of cash flow,  other  than
investment   in  real  estate,  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.

       For the nine months ended September 30, 2004 and 2003, the
Partnership  declared distributions of $3,218,506  and  $322,707,
respectively, which were distributed 99% to the Limited  Partners
and  1%  to the General Partners.  The Limited Partners  received
distributions of $3,186,321 and $319,480 and the General Partners
received  distributions of $32,185 and $3,227  for  the  periods,
respectively.   In March 2004 and December 2003, the  Partnership
declared   bonus  distributions  of  $3,030,303  and  $1,010,101,
respectively,  of  net sale proceeds, which  resulted  in  higher
distributions  in  2004  and  a higher  distribution  payable  at
December 31, 2003.

        In  December 2003, the Partnership distributed $1,010,101
of  net sale proceeds to the Limited and General Partners,  which
represented   a  return  of  capital  of  $137.82   per   Limited
Partnership  Unit.   In  March 2004, the Partnership  distributed
$3,030,303  of  net  sale  proceeds to the  Limited  and  General
Partners,  which represented a return of capital of  $413.45  per
Limited Partnership Unit.

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

       During 2004, the Partnership did not redeem any Units from
the  Limited  Partners.  On October 1, 2003, one Limited  Partner
redeemed five Partnership Units for $1,523 in accordance with the
Partnership  Agreement.   The Partnership  acquired  these  Units
using Net Cash Flow from operations.  In prior years, a total  of
31  Limited Partners redeemed 239 Partnership Units for $145,751.
The   redemptions   increase  the  remaining  Limited   Partners'
ownership  interest  in the Partnership.  As  a  result  of  this
redemption payment and pursuant to the Partnership Agreement, the
General Partners received a distribution of $15 in 2003.

       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 3.   CONTROLS AND PROCEDURES.

       (a) Evaluation of disclosure controls and procedures

        Under  the  supervision  and with  the  participation  of
management, including its President and Chief Financial  Officer,
the  Managing  General Partner of the Partnership  evaluated  the
effectiveness  of  the  design and operation  of  its  disclosure
controls  and procedures (as defined in Rule 13a-14(c) under  the
Exchange  Act).   Based upon that evaluation, the  President  and
Chief Financial Officer of the Managing General Partner concluded
that,  as  of  the end of the period covered by this report,  the
disclosure  controls  and  procedures  of  the  Partnership   are
adequately  designed to ensure that information  required  to  be
disclosed  by  us  in  the reports we file or  submit  under  the
Exchange  Act  is recorded, processed, summarized  and  reported,
within the time periods specified in applicable rules and forms.

       (b)  Changes in internal controls

         There   were   no  significant  changes  made   in   the
Partnership's  internal controls during the  most  recent  period
covered  by  this  report that have materially affected,  or  are
reasonably   likely  to  materially  affect,  the   Partnership's
internal control over financial reporting.


                   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.UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF
  PROCEEDS

      None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

      None.

                   PART II - OTHER INFORMATION
                           (Continued)

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

      None.

ITEM 5.OTHER INFORMATION

      None.

ITEM 6.EXHIBITS

    31.1  Certification  of Chief Executive  Officer  of  General
    Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a))  and
    Section 302 of the Sarbanes-Oxley Act of 2002.

    31.2  Certification  of Chief Financial  Officer  of  General
    Partner pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a))  and
    Section 302 of the Sarbanes-Oxley Act of 2002.

    32Certification   of  Chief  Executive  Officer   and   Chief
    Financial Officer of General Partner pursuant to Section  906
    of the Sarbanes-Oxley Act of 2002.



                           SIGNATURES

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


Dated:  November 10, 2004     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/ Patrick W Keene
                                      Patrick W. Keene
                                      Chief Financial Officer
                                      (Principal Accounting Officer)