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                                                                     EXHIBIT 4.1


                 CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED

               2001 DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

     1. Participation; Agent.  Corporate Property Associates 15 Incorporated
2001 Dividend Reinvestment and Stock Purchase Plan ("Plan") is available to
stockholders of record of the common stock of Corporate Property Associates 15
Incorporated ("CPA(R):15"). Resource/Phoenix, acting as agent for each
participant in the Plan, will apply cash dividends which become payable to such
participant on shares of CPA(R):15 Common Stock (including shares held in the
participant's name and shares accumulated under the Plan), to the purchase of
additional whole and fractional shares of CPA(R):15 Common Stock for such
participant.


     2. Eligibility.  Participation in the Plan is limited to registered owners
of CPA(R):15 Common Stock. Shares held by a broker or nominee must be
transferred to ownership in the name of the stockholder in order to be eligible
for this plan. Further, a shareholder who wishes to participate in the Plan may
purchase shares through the Plan only after receipt of a prospectus relating
solely to the Plan. A participating stockholder is not required to include all
of the shares owned by such stockholder in the plan, but all of the dividends
paid on enrolled shares will be reinvested.



     3. Stock Purchases.  In making purchases for the accounts of participants,
Resource/Phoenix may commingle the funds of one participant with those of other
participants in the Plan. All shares purchased under the Plan will be held in
the name of each Participant. Purchases will be at the current net asset value
("NAV") per share. NAV is determined by adding the most recent appraised value
of the real estate owned by CPA(R):15 to the value of its other assets,
subtracting the total amount of all liabilities and dividing the difference by
the total number of outstanding shares. Reinvestments in shares purchased in the
open market or in privately negotiated transactions will be made at the weighted
average purchase price for all such shares purchased for the applicable dividend
payment period. Resource/Phoenix shall have no responsibility with respect to
the market value of the CPA(R):15 Common Stock acquired for participants under
the Plan.



     4. Timing of Purchases.  Resource/Phoenix will make every reasonable effort
to invest all dividends and additional cash contributions receipt, and in no
event later than 30 days after the applicable dividend on the 15th day of the
dividend paying month (or the first business day following the 15th if that day
is not a business day), (except where necessary to comply with applicable
securities laws). If, for any reason beyond the control of Resource/Phoenix,
investment cannot be completed within 30 days after the applicable dividend
payment date, participants' funds held by Resource/Phoenix will be distributed
to the participant.


     5. Account Statements.  Following the completion of the purchase of shares
after each dividend, Resource/Phoenix will mail to each participant an account
statement showing the cash dividends, the number of shares purchased, the price
per share and the participant's total shares accumulated under the Plan.


     6. Expenses and Commissions.  There will be no expenses to participants for
the administration of the Plan. Brokerage commissions, as described below, and
administrative fees associated with the Plan will be paid by CPA(R):15. Any
interest earned on dividends while held by Resource/Phoenix will be paid to the
Company to defray costs relating to the Plan. Additionally, in connection with
all purchases, the Company will pay to Carey Financial Corporation selling
commissions of [NOT MORE THAN FIVE PERCENT OF THE PURCHASE PRICE OF SHARES
PURCHASED THROUGH REINVESTMENT]. Carey Financial Corporation may, in its sole
discretion, reallow up to [               ] per share of the selling commission
to select dealers.


     7. Taxation of Dividends.  The reinvestment of dividends does not relieve
the participant of any taxes which may be payable on such dividends. In
addition, any brokerage commissions and fees paid by

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CPA(R):15 on behalf of the participant constitute additional dividend income.
Total dividend income received from CPA(R):15 along with brokerage commissions
and fees paid on the participants behalf will be reported on an annual
information return filed with the Internal Revenue Service. A copy will be sent
to the participant, or the information will be shown on the participant's final
account statement for the year.

     8. Stock Certificates.  No share certificates will be issued to a
participant.

     9. Voting of Shares.  In connection with any matter requiring the vote of
CPA(R):15 stockholders, each participant will be entitled to vote all of the
whole shares held by the participant in the Plan. Fractional shares will not be
voted.

     10. Absence of Liability.  Neither CPA(R):15 nor Resource/Phoenix, or any
of their officers, directors, agents or employees, shall have any responsibility
or liability as to the value of CPA(R):15's shares, any change in the value of
the shares acquired for any participant's account, or the rate of return earned
on, or the value of, the interest-bearing accounts, if any, in which dividends
are invested. Neither CPA(R):15 nor Resource/Phoenix shall be liable for any act
done in good faith, or for any good faith omission to act, including, without
limitation, any claims of liability (a) arising out of the failure to terminate
a participant's participation in the Plan upon such participant's death prior to
the date of receipt of such notice and (b) with respect to the time and prices
at which shares are purchased for a participant. NOTWITHSTANDING THE FOREGOING,
LIABILITY UNDER THE FEDERAL SECURITIES LAWS CANNOT BE WAIVED. Similarly,
CPA(R):15 and Resource/Phoenix have been advised that in the opinion of certain
state securities commissioners, indemnification is also considered contrary to
public policy and therefore unenforceable.

     11. Termination of Participation.  A participant may terminate
participation in the Plan at any time by written instructions to that effect to
Resource/Phoenix. To be effective on a dividend payment date, the notice of
termination must be received by Resource/Phoenix at least 15 days before that
dividend payment date. Upon receipt of notice of termination from the
participant, Resource/Phoenix may also terminate any participant's account at
any time in its discretion by notice in writing mailed to the participant.

     12. Amendment and Termination of Plan.  This Plan may be amended,
supplemented or terminated by CPA(R):15 at any time by the delivery of written
notice to each participant at least 30 days prior to the effective date of the
amendment, supplement or termination. Any amendment or supplement shall be
effective as to the participant unless, prior to its effective date,
Resource/Phoenix receives written notice of termination of the participant's
account. Amendment may include an appointment by CPA(R):15 or Resource/Phoenix
with the approval of CPA(R):15 of a successor agent, in which event such
successor shall have all of the rights and obligations of Resource/Phoenix under
this Plan.

     13. Governing Law.  This Plan and the Authorization Card signed by the
participant (which is deemed a part of this Plan) and the participant's account
shall be governed by and construed in accordance with the laws of the State of
Maryland. This Agreement cannot be changed orally.

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