SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________________

SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 3)
_______________________

CENTURY PROPERTIES FUND XV
(Name of Issuer)

UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class
 of Securities)

NONE
(CUSIP Number of Class
 of Securities)
_______________________

Michael L. Ashner                  Copy to:
DeForest Capital I Corporation     Mark I. Fisher
100 Jericho Quadrangle             Rosenman & Colin, LLP
Suite 214	                          575 Madison Avenue
Jericho, New York  11735-2717      New York, New York  10022-2585
(516) 822-0022                     (212) 940-8877

(Name, Address and Telephone Number of Person 
Authorized to Receive Notices and Communications)

January 19, 1996
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 
13G to report the acquisition which is the subject of this 
Schedule 13D, and is filing this schedule because of Rule 
13d-1(b)(3) or (4), check the following box ____. 

Check the following box if a fee is being paid with the 
statement .  _____
(A fee is not required only if the reporting person: (1) has a 
previous statement on file reporting beneficial ownership of more 
than five percent of the class of securities described in Item 1; 
and (2) has filed no amendment subsequent thereto reporting 
beneficial ownership of five percent or less of such class). (See 
Rule 13d-7.)   

Note:  Six copies of this statement, including all exhibits, 
should be filed with the Commission.  See Rule 13d-1(a) for other 
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a 
reporting person's initial filing on this form with respect to 
the subject class of securities, and for any subsequent amendment 
containing information which would alter disclosures provided in 
a prior cover page.

The information required on the remainder of this cover shall not 
be deemed to be "filed" for the purpose of Section 18 of the 
Securities Exchange Act of 1934 ("Act") or otherwise subject to 
the liabilities of that section of the Act but shall be subject 
to all other provisions of the Act (however, see the Notes).   

                                                     Page 1 of 5


                                                     Page 2 of 5

__________________________________________________________________
1.  Name of Reporting Person
    S.S. or I.R.S. Identification No. of Above Person

               DeForest Ventures I L.P. 
               I.R.S. I.D. No. 11-3230287
__________________________________________________________________
2.  Check the Appropriate Box if a Member of a Group*

                                                         (a)  _____

                                                         (b)  _____
__________________________________________________________________
3.  SEC Use Only



__________________________________________________________________
4.  Sources of Funds*


__________________________________________________________________
5.  Check Box if Disclosure of Legal Proceedings is
    Required Pursuant to Items 2(e) of 2(f)

                                                              _____
__________________________________________________________________
6.	Citizenship or Place of Organization

         Delaware
__________________________________________________________________
Number         7.  Sole Voting Power           - 0 -
of                 ______________________________________________
Shares         8.  Shared Voting Power         - 0 -
Beneficially       ______________________________________________
Owned by Each  9.  Sole Dispositive Power      - 0 -
Reporting          ______________________________________________
Person With   10.  Shared Dispositive Power    - 0 -
__________________________________________________________________


                                                     Page 3 of 5

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

     None

__________________________________________________________________
12.  Check Box if the Aggregate Amount in Row (11) Excludes
     Certain Shares*
                                                               ____
__________________________________________________________________
13.  Percent of Class Represented by Amount in Row (11)

     Zero

__________________________________________________________________
14.  Type of Reporting Person*

     PN
__________________________________________________________________

*SEE INSTRUCTIONS BEFORE FILLING OUT! 


                                                     Page 4 of 5

     This Amendment No. 3 amends certain information contained in 
the final amendment to Schedule 14D-1, filed by DeForest Ventures 
I L.P. ("DeForest") on November 30, 1994 with respect to units of 
limited partnership interest (the "Units") in Century Properties 
Fund XV ("Issuer"), as amended on July 10, 1995, the filing of 
which, pursuant to Instruction F of Schedule 14D-1, also 
satisfied DeForest's reporting obligations under Section 13(d) of 
the Act, and constituted the filing by DeForest on Schedule 13D, 
and as further amended on August 17, 1995.

Item 5.   Interest in Securities of the Issuer

     The answer to Item 5 is amended to read as follows:

     (a)  On January 19, 1996, DeForest sold all of its Units to 
Riverside Drive, L.L.C. in a single transaction.

     (b)  As result of the sale of the Units, DeForest no longer 
owns any interest in Issuer nor does it have any right, whether 
sole or shared, to vote or direct the vote, or dispose or direct 
the disposition, of any Units.

     (c)  On January 19, 1996, DeForest sold 35,318.17 Units for 
$8,844,216, in the aggregate.


                                                  Page 5 of 5

                            Signatures

     After due inquiry and to the best of my knowledge and 

belief, I certify that the information set forth in this statement 

is true, complete and correct.


Dated:  January 19, 1996

                           DEFOREST VENTURES I L.P.

                           By:  DeForest Capital I Corporation,
                                its General Partner  

                                By:   /s/ Michael L. Ashner       
                                     Name:   Michael L. Ashner
                                     Title:  President


 

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