8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

May 31, 2011

Date of Report (Date of Earliest Event Reported)

Cronos Global Income Fund XV, L.P.

(Exact name of registrant as specified in its charter)

California

(State or Other Jurisdiction of Incorporation)

0-23886	94-3186624
(Commission File Number)	(IRS Employer Identification No.)

One Front Street, Suite 925, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)

(415) 677-8990

(Fund’s Telephone Number, Including Area Code)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR § 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR § 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR § 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR § 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

               The Registrant, Cronos Global Income Fund XV, L.P., a California limited partnership (the “Fund”), was organized on August 26, 1993 to engage in the business of owning and leasing marine cargo containers to third-party lessees. The Fund is managed by Cronos Capital Corp., a California corporation (“CCC”), its general partner.

               On May 31, 2011, CCC, for and on behalf of the Fund, transmitted its letter to the limited partners of the Fund reporting on the Fund’s results of operations for the first calendar quarter of 2011. A copy of the letter is furnished with this report as Exhibit 99.1.

               The information in this Current Report on Form 8-K, including the attached letter, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

               (d) Exhibits

99.1 Letter report to the limited partners of the Fund from CCC, dated May 31, 2011.

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SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CRONOS GLOBAL INCOME FUND XV, L.P.
By	Cronos Capital Corp., The General Partner
By	/s/ Frank P. Vaughan
	Frank P. Vaughan
	Chief Financial Officer

Date: May 31, 2011

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INDEX TO EXHIBITS

Exhibit	Description
99.1	Letter report from Cronos Capital Corp., general partner of Cronos Global Income Fund XV, L.P., dated May 31, 2011 reporting on results of operations for the first calendar quarter of 2011.

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EX-99.1

EXHIBIT 99.1

REPORT FOR THE FIRST QUARTER 2011

To the Limited Partners of Cronos Global Income Fund XV, L.P.:

The distribution to Limited Partners for May, June and July 2011 will be $417,175 per month, which is equivalent to 3.50% (annualized) of your original capital contribution. Of this, $148,991 has been generated by net cash provided by operating activities which is equivalent to 1.25% (annualized) of your original capital contribution. $268,184 has been generated from the sale of container rental equipment, which is equivalent to 2.25% (annualized) of your original capital contribution. Your distribution check is enclosed with this report, unless you have provided us with other mailing instructions. To date, approximately $12,189 per $10,000 originally invested has been returned to the Limited Partners, assuming an investment made at the inception of the Partnership in December 1993.

The utilization rate for the Partnership’s container fleet was 99% at March 31, 2011. The leasing sector as a whole continues to benefit from economic growth, which is predicted to continue at a steady pace through 2012. As a result, lease rates have remained stable as customers secure equipment to meet their demands. Direct operating expenses, particularly inventory-related expenses, have declined primarily due to the strong market and corresponding high utilization levels.

The General Partner remains focused on the Partnership’s liquidation phase as it commenced its 18^th year of operations, concentrating its attention on the retirement of the remaining equipment in the Partnership’s container fleet. The Partnership disposed of 476 containers during the first quarter of 2011, and at March 31, 2011, the Partnership’s fleet consisted of approximately 25% of the original combined fleet. The General Partner will take several factors into consideration when examining options for the timing of the disposal of the remaining containers and the ultimate termination of the Partnership, including the level of net lease revenue generated by the diminishing fleet, the level of costs relative to this revenue, projected disposal proceeds on the disposition of the Partnership’s containers, overall market conditions and any foreseeable changes in other general and administrative expenses.

The following table sets forth the number of containers in the Partnership’s operating lease fleet based on container type, and is measured in twenty-foot equivalent units (TEUs), at March 31, 2011:

	Dry Cargo		Refrigerated		Tank
	Containers		Containers		Containers		Total
Container on lease:
Master lease		7,534		8		74		7,616
Term lease
Short term1		3,675		3		44		3,722
Long term2		857		1		35		893
		4,532		4		79		4,615
Subtotal		12,066		12		153		12,231
Containers off-hire		112		1		17		130
Total container fleet		12,178		13		170		12,361

1.	Short term leases represent term leases that are either scheduled for renegotiation or that may expire on or before March 2012.
2.	Long term leases represent term leases that will expire after March 2012.

CCC is in the process of preparing and distributing a request for proposal (“RFP”) to prospective third-party container buyers. The RFP will seek to determine the interest such parties may have in purchasing the remaining containers owned by the Partnership. CCC will not make a decision relating to the final liquidation of the Partnership until any such proposals have been received and fully evaluated. If a decision is made to liquidate the Partnership, the distribution of cash from operations or sales proceeds may be suspended while the liquidation of the remaining containers in the fleet is evaluated. This is to ensure that sufficient cash reserves will be available for expenses relating to the final liquidation and subsequent dissolution of the Partnership. CCC would make one or more liquidating distributions to the Limited Partners on or before the termination of the Partnership, or reinstate the monthly cash distributions should no decision be made to liquidate the fleet in 2011.

May 31, 2011	CRONOS CAPITAL CORP.
	The General Partner