SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM              TO

Commission file number 0-23886

CRONOS GLOBAL INCOME FUND XV, L.P.
(Exact name of registrant as specified in its charter)

California
(State or other jurisdiction of
incorporation or organization) 94-3186624
(I.R.S. Employer
Identification No.)

One Front Street, 15th Floor, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)

(415) 677-8990
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has 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  [   ].

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
	Item 1. Financial Statements
Balance Sheets
Statements of Operations
Statements of Cash Flows
Notes to Unaudited Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
PART II — OTHER INFORMATION
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBT INDEX

CRONOS GLOBAL INCOME FUND XV, L.P.

Report on Form 10-Q for the Quarterly Period
Ended March 31, 2002

TABLE OF CONTENTS

			PAGE
PART I	—	FINANCIAL INFORMATION
Item 1.		Financial Statements
		Balance Sheets — March 31, 2002 and December 31, 2001 (unaudited)		4
		Statements of Operations for the three months ended March 31, 2002 and 2001 (unaudited)		5
		Statements of Cash Flows for the three months ended March 31, 2002 and 2001 (unaudited)		6
		Notes to Financial Statements (unaudited)		7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		14
PART II	—	OTHER INFORMATION
Item 6.		Exhibits and Reports on Form 8-K		15

PART I — FINANCIAL INFORMATION

Item 1.   Financial Statements

Presented herein are the Registrant’s balance sheets as of March 31, 2002 and December 31, 2001, statements of operations for the three months ended March 31, 2002 and 2001, and statements of cash flows for the three months ended March 31, 2002 and 2001.

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CRONOS GLOBAL INCOME FUND XV, L.P.

Balance Sheets

(Unaudited)

					March 31,			December 31,
					2002			2001
				Assets
Current assets:
	Cash and cash equivalents, includes $3,665,108 at March 31, 2002 and $3,697,086 at December 31, 2001 in interest-bearing accounts				$	3,684,045		$	3,712,087
	Net lease receivables due from Leasing Company (notes 1 and 2)					1,045,596			1,004,796
			Total current assets			4,729,641			4,716,883
Container rental equipment, at cost						123,191,713			123,512,650
	Less accumulated depreciation					50,591,966			48,840,452
		Net container rental equipment				72,599,747			74,672,198
			Total assets		$	77,329,388		$	79,389,081
				Partners’ Capital
Partners’ capital (deficit):					$	(170,189	)	$	(85,604	)
	General partner					77,499,577			79,474,685
	Limited partners
			Total partners’ capital		$	77,329,388		$	79,389,081

The accompanying notes are an integral part of these financial statements.

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CRONOS GLOBAL INCOME FUND XV, L.P.

Statements of Operations

(Unaudited)

			Three Months Ended
			March 31,			March 31,
			2002			2001
Net lease revenue (notes 1 and 3)			$	1,568,271		$	2,319,072
Other operating income (expenses):
	Depreciation			(1,886,760	)		(1,808,904	)
	Other general and administrative expenses			(54,379	)		(88,052	)
	Net (loss) gain on disposal of equipment			(8,557	)		1,545
				(1,949,696	)		(1,895,411	)
		(Loss) income from operations		(381,425	)		423,661
Other income:
	Interest income			11,725			50,498
		Net (loss) income	$	(369,700	)	$	474,159
Allocation of net (loss) income:
	General partner		$	(3,697	)	$	100,370
	Limited partners			(366,003	)		373,789
			$	(369,700	)	$	474,159
Limited partners’ per unit share of net (loss) income			$	(0.05	)	$	0.05

The accompanying notes are an integral part of these financial statements.

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CRONOS GLOBAL INCOME FUND XV, L.P.

Statements of Cash Flows

(Unaudited)

		Three Months Ended
		March 31,			March 31,
		2002			2001
Net cash provided by operating activities		$	1,532,058		$	2,207,291
Cash provided by investing activities:
	Proceeds from disposal of equipment		129,893			110,112
Cash used in financing activities:
	Distribution to partners		(1,689,993	)		(2,352,489	)
Net decrease in cash and cash equivalents			(28,042	)		(35,086	)
Cash and cash equivalents at January 1			3,712,087			4,126,805
Cash and cash equivalents at March 31		$	3,684,045		$	4,091,719

The accompanying notes are an integral part of these financial statements.

6

CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Unaudited Financial Statements

(1)	Summary of Significant Accounting Policies
	(a)	Nature of Operations
		Cronos Global Income Fund XV, L.P. (the “Partnership”) is a limited partnership organized under the laws of the State of California on August 26, 1993, for the purpose of owning and leasing marine cargo containers, special purpose containers and container related equipment worldwide to ocean carriers. To this extent, the Partnership’s operations are subject to the fluctuations of world economic and political conditions. Such factors may affect the pattern and levels of world trade. The Partnership believes that the profitability of, and risks associated with, leases to foreign customers is generally the same as those of leases to domestic customers. The Partnership’s leases generally require all payments to be made in United States currency.
		Cronos Capital Corp. (“CCC”) is the general partner and, with its affiliate Cronos Containers Limited (the “Leasing Company”), manages the business of the Partnership. CCC and the Leasing Company also manage the container leasing business for other partnerships affiliated with CCC. The Partnership shall continue until December 31, 2012, unless sooner terminated upon the occurrence of certain events.
		The Partnership commenced operations on February 22, 1994, when the minimum subscription proceeds of $2,000,000 were received from over 100 subscribers (excluding from such count Pennsylvania residents, the general partner, and all affiliates of the general partner). The Partnership offered 7,500,000 units of limited partnership interest at $20 per unit or $150,000,000. The offering terminated on December 15, 1995, at which time 7,151,569 limited partnership units had been sold.
	(b)	Leasing Company and Leasing Agent Agreement
		A Leasing Agent Agreement exists between the Partnership and the Leasing Company, whereby the Leasing Company has the responsibility to manage the leasing operations of all equipment owned by the Partnership. Pursuant to the Agreement, the Leasing Company is responsible for leasing, managing and re-leasing the Partnership’s containers to ocean carriers, and has full discretion over which ocean carriers and suppliers of goods and services it may deal with. The Leasing Agent Agreement permits the Leasing Company to use the containers owned by the Partnership, together with other containers owned or managed by the Leasing Company and its affiliates, as part of a single fleet operated without regard to ownership. Since the Leasing Agent Agreement meets the definition of an operating lease in Statement of Financial Accounting Standards (SFAS) No. 13, it is accounted for as a lease under which the Partnership is lessor and the Leasing Company is lessee.
		The Leasing Agent Agreement generally provides that the Leasing Company will make payments to the Partnership based upon rentals collected from ocean carriers after deducting direct operating expenses and management fees to CCC and the Leasing Company. The Leasing Company leases containers to ocean carriers, generally under operating leases which are either master leases or term leases (mostly one to five years). Master leases do not specify the exact number of containers to be leased or the term that each container will remain on hire but allow the ocean carrier to pick up and drop off containers at various locations, and rentals are based upon the number of containers used and the applicable per-diem rate. Accordingly, rentals under master leases are all variable and contingent upon the number of containers used. Most containers are leased to ocean carriers under master leases; leasing agreements with fixed payment terms are not material to the financial statements. Since there are no material minimum lease rentals, no disclosure of minimum lease rentals is provided in these financial statements.

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CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Unaudited Financial Statements

(c)	Basis of Accounting
	The Partnership utilizes the accrual method of accounting. Net lease revenue is recorded by the Partnership in each period based upon its leasing agent agreement with the Leasing Company. Net lease revenue is generally dependent upon operating lease rentals from operating lease agreements between the Leasing Company and its various lessees, less direct operating expenses and management fees due in respect of the containers specified in each operating lease agreement.
(d)	Container Rental Equipment
	SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” was adopted by the Partnership effective January 1, 2002, without a significant impact on its financial statements. In accordance with SFAS No. 144, container rental equipment is considered to be impaired if the carrying value of the asset exceeds the expected future cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets are written down to fair value. Depreciation policies are also evaluated to determine whether subsequent events and circumstances warrant revised estimates of useful lives. Because the Partnership evaluates future cash flows and potential impairment by container type rather than for each individual container, future losses could result for individual container dispositions due to various factors, including age, condition, suitability for continued leasing, as well as the geographical location of containers when disposed. There were no impairment charges to the carrying value of container rental equipment for the three-month periods ended March 31, 2002 and 2001.
	Container rental equipment is depreciated using the straight-line basis. Effective June 1, 2001, the estimated depreciable life was changed from a twelve-year life to a fifteen-year life and the estimated salvage value was changed from 30% to 10% of the original equipment cost. The effect of these changes is an increase to depreciation expense of approximately $88,300 from January 1 to March 31, 2002.
(e)	Financial Statement Presentation
	These financial statements have been prepared without audit. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting procedures have been omitted. It is suggested that these financial statements be read in conjunction with the financial statements and accompanying notes in the Partnership’s latest annual report on Form 10-K.
	The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which requires the Partnership to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.
	The interim financial statements presented herewith reflect all adjustments of a normal recurring nature which are, in the opinion of management, necessary to a fair statement of the financial condition and results of operations for the interim period presented. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year.

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CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Unaudited Financial Statements

(2)

Net Lease Receivables Due from Leasing Company

Net lease receivables due from the Leasing Company are determined by deducting direct operating payables and accrued expenses, base management fees payable, and reimbursed administrative expenses payable to CCC and its affiliates from the rental billings earned by the Leasing Company under operating leases to ocean carriers for the containers owned by the Partnership, as well as proceeds earned from container disposals. Net lease receivables at March 31, 2002 and December 31, 2001 were as follows:

	March 31,		December 31,
	2002		2001
Gross lease receivables	$	2,882,686	$	2,753,136
Less:
Direct operating payables and accrued expenses		1,205,620		1,129,209
Damage protection reserve		115,568		102,469
Base management fees		206,555		191,144
Reimbursed administrative expenses		49,373		59,478
Allowance for doubtful accounts		259,974		266,040
Net lease receivables	$	1,045,596	$	1,004,796

(3)	Net Lease Revenue
	Net lease revenue is determined by deducting direct operating expenses, base management fees and reimbursed administrative expenses to CCC and its affiliates from the rental revenue earned by the Leasing Company under operating leases to ocean carriers for the containers owned by the Partnership. Net lease revenue for the three month period ended March 31, 2002 and 2001 were as follows:

	Three Months Ended
	March 31,		March 31,
	2002		2001
Rental revenue (note 4)	$	3,100,693	$	3,638,390
Less:
Rental equipment operating expenses		1,154,393		883,023
Base management fees		208,306		251,084
Reimbursed administrative expenses		169,723		185,211
Net lease revenue	$	1,568,271	$	2,319,072

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CRONOS GLOBAL INCOME FUND XV, L.P.

Notes to Unaudited Financial Statements

(4)	Operating Segment
	An operating segment is a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and about which separate financial information is available. Management operates the Partnership’s container fleet as a homogenous unit and has determined that as such it has a single reportable operating segment.
	The Partnership derives its revenues from leasing marine cargo containers. As of March 31, 2002, the Partnership operated 25,453 twenty-foot, 8,558 forty-foot and 2,120 forty-foot high-cube marine dry cargo containers, 460 twenty-foot and 99 forty-foot high-cube refrigerated cargo containers, and 225 twenty-four thousand-liter tanks. A summary of gross lease revenue, by product, for the three-month periods ended March 31, 2002 and 2001 follows:

	Three Months Ended
	March 31,		March 31,
	2002		2001
Dry cargo containers	$	2,619,903	$	3,063,970
Refrigerated containers		342,804		420,934
Tank containers		137,986		153,486
Total	$	3,100,693	$	3,638,390

	Due to the Partnership’s lack of information regarding the physical location of its fleet of containers when on lease in the global shipping trade, it is impracticable to provide the geographic area information.
(5)	New Accounting Pronouncements
	In August 2001, the Financial Accounting Standards Board issued SFAS No. 143, “Accounting for Asset Retirement Obligations”, which is effective for all fiscal years beginning after June 15, 2002. This standard requires a company to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred, and a corresponding increase in the carrying value of the related long-lived asset. The Registrant is currently evaluating the impact that SFAS No. 143 will have on its financial statements.

******

10

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

It is suggested that the following discussion be read in conjunction with the Registrant’s most recent annual report on Form 10-K.

General

A Leasing Agent Agreement exists between the Registrant and the Leasing Company, whereby the Leasing Company has the responsibility to manage the leasing operations of all equipment owned by the Registrant. Pursuant to the Agreement, the Leasing Company is responsible for leasing, managing and re-leasing the Registrant’s containers to ocean carriers, and has full discretion over which ocean carriers and suppliers of goods and services it may deal with. The Leasing Agent Agreement permits the Leasing Company to use the containers owned by the Registrant, together with other containers owned or managed by the Leasing Company and its affiliates, as part of a single fleet operated without regard to ownership. At March 31, 2002, 97% of the original equipment remained in the Registrant’s fleet, unchanged from December 31, 2001. The following chart summarizes the composition of the Registrant’s fleet (based on container type) at March 31, 2002.

			Dry Cargo						Refrigerated				Tank
			Containers						Containers				Containers
							40-Foot				40-Foot
			20-Foot		40-Foot		High-Cube		20-Foot		High-Cube		24,000-Liter
Containers on lease:
	Master lease			10,766		2,728		899		249		2		53
	Term lease (1-5 years)			7,784		2,829		603		159		97		107
		Subtotal		18,550		5,557		1,502		408		99		160
Containers off lease				6,903		3,001		618		52		0		65
Total container fleet				25,453		8,558		2,120		460		99		225

		Dry Cargo															Refrigerated										Tank
		Containers															Containers										Containers
												40-Foot										40-Foot
		20-Foot					40-Foot					High-Cube					20-Foot					High-Cube					24,000-Liter
		Units		%			Units		%			Units		%			Units		%			Units		%			Units		%
Total purchases			26,446		100	%		8,751		100	%		2,179		100	%		463		100	%		100		100	%		229		100	%
	Less disposals		993		4	%		193		2	%		59		3	%		3		1	%		1		1	%		4		2	%
Remaining fleet at March 31, 2002			25,453		96	%		8,558		98	%		2,120		97	%		460		99	%		99		99	%		225		98	%

During 2001, demand for dry cargo containers was adversely affected by the slowdown in the global economy resulting in an excess supply of containers in many locations. As a result of increasing worldwide container inventories during 2001, cautious forecasts for global economic recovery and a reduction in the level of capital available for new production, the demand for new container production declined. Accordingly, prices for new containers reached historic lows, creating further downward pressure on lease per-diem rates and container residual values.

At the end of 2001, the Registrant, CCC and the Leasing Company viewed this slowdown in new container production as having positive short and long-term effects for the container leasing industry. During the first quarter of 2002, the reduction in the level of funding for new container production, as well as a general improvement in the world’s economic climate, contributed to a decline in the level of off-hire container inventories for both leasing companies and shipping lines. During this period, the Registrant experienced an increase in demand for its dry cargo containers. The average monthly utilization of the Registrant’s dry cargo fleet increased from 67% in December 2001 to 68% in March 2002. At April 30, 2002, utilization of the Registrant’s dry cargo fleet had increased to approximately 74%. However, lease per-diem rates, which are influenced by new container prices and borrowing rates, remain depressed. An improvement in lease per-diem rates is not expected until new container prices increase to much higher levels. The Registrant, CCC and the Leasing Company expect the demand for cargo containers to continue to strengthen into the second quarter of 2002. The Leasing Company, on behalf of the Registrant, will seek to exploit the improving demand by repositioning off-hire equipment to locations of greatest demand and by pursuing leasing opportunities through the Leasing Company’s global marketing network.

(Continued)

11

Continued improvement throughout the latter part of 2002 will be dependent on the recovery and sustained growth of the global economy.

Despite recent improvements in container leasing market conditions, the effect of the slowdown in global economic conditions on the container leasing industry’s customers, the shipping lines, coupled with their acquisition of new, larger container ships, have created a condition of excess shipping capacity. The uncertainty over the financial strength of the shipping industry appears to favor the larger more established shipping lines. The Registrant, CCC and the Leasing Company continue to remain cautious, with the expectation that some shipping lines, especially those involved with trans-Pacific trade, may experience financial difficulty, insolvency, or consolidation and ultimately influence the demand for leased containers. Although the ultimate outcome, as well as its impact on the container leasing industry and the Registrant’s results of operations is unknown, CCC, on behalf of the Registrant, will work closely with the Leasing Company to monitor outstanding receivables, collections, and credit exposure to various existing and new customers.

The Registrant’s average fleet size and utilization rates for the three-month periods ended March 31, 2002 and March 31, 2001 were as follows:

		Three Months Ended
		March 31,			March 31,
		2002			2001
Average fleet size (measured in twenty-foot equivalent units (TEU))
	Dry cargo containers		46,868			47,169
	Refrigerated containers		658			660
	Tank containers		225			225
Average utilization rates
	Dry cargo containers		68	%		69	%
	Refrigerated containers		90	%		92	%
	Tank containers		73	%		77	%

Both dry cargo and refrigerated container average per-diem rental rates for the three month period ended March 31, 2002 declined 16%, when compared to the same period in the prior year. Tank container average per-diem rental rates for the three-month period ended March 31, 2002 declined 12%, when compared to the same period in the prior year.

The primary component of the Registrant’s results of operations is net lease revenue. Net lease revenue is determined by deducting direct operating expenses, management fees and reimbursed administrative expenses, from rental revenues billed by the Leasing Company from the leasing of the Registrant’s containers. Net lease revenue is directly related to the size, utilization and per-diem rental rates of the Registrant’s fleet.

Three Months Ended March 31, 2002 Compared to the Three Months Ended March 31, 2001

Income (loss) from operations for the three months ended March 31, 2002 was a loss of $381,425, as compared to income of $423,661 during the corresponding period of 2001. The decrease was primarily due to the cumulative effect of the impact of current market constraints on utilization and per-diem rental rates.

Net lease revenue of $1,568,271 for the three months ended March 31, 2002 was $750,801 lower than in the corresponding period of 2001. The decrease was due to a $537,697 decline in gross rental revenue (a component of net lease revenue) from the same period in 2001. Gross rental revenue was impacted by the Registrant’s lower utilization and per-diem rental rates. Management fees and reimbursed administrative expenses, components of net lease revenue, were lower by $58,266 when compared to the corresponding period in 2001, and partially offset the decline in gross lease revenue. Rental equipment operating expenses increased by $271,370 when compared to the corresponding period in 2001. Contributing to the increases in rental equipment operating expenses were increases in repositioning, handling, and repair and maintenance expenses, as well as the provision for doubtful accounts.

(Continued)

12

Depreciation expense of $1,886,760 for the three months ended March 31, 2002 was $77,856 higher than the same period in 2001. Effective June 1, 2001, the Registrant changed the estimated life of its rental container equipment from an estimated 12 year life to a 15 year life, and its estimated salvage value from 30% to 10% of original equipment cost. The cumulative effect of these changes was an increase in depreciation expense of approximately $88,300 for the three months ended March 31, 2002.

Other general and administrative expenses decreased to $54,379 in the first quarter of 2002, from $88,052 in the corresponding period of 2001, representing a decrease of $33,673 from the same period in 2001. Contributing to this decrease were declines in net exchange rate losses, partially offset by increases in professional fees and costs related to investor communications.

Net (loss) gain on disposal of equipment was a result of the Registrant disposing of 110 containers during the three-month period ended March 31, 2002, as compared to 56 containers during the same period in 2001. These disposals resulted in a loss of $8,557 for the three-month period ended March 31, 2002, as compared to a gain of $1,545 for the three-month period ended March 31, 2001. The Registrant believes that the net loss on container disposals in the three-month period ended March 31, 2002 was a result of various factors including the age, condition, suitability for continued leasing, as well as the geographical location of the containers when disposed. These factors will continue to influence the decision to repair or dispose of a container when it is returned by a lessee, as well as the amount of sales proceeds received and the related gain or loss on container disposals. The level of the Registrant’s container disposals in subsequent periods will also contribute to fluctuations in the net gain or loss on disposals. There were no reductions to the carrying value of container rental equipment during the three-month periods ended March 31, 2002 and 2001.

Liquidity and Capital Resources

Cash from Operating Activities: Net cash provided by operating activities was $1,532,058 and $2,207,291 during the first three months of 2002 and 2001, respectively, primarily generated from the billing and collections of net lease revenue.

Cash from Investing Activities: Net cash provided by investing activities during the three-month periods ending March 31, 2002 and 2001 included sales proceeds generated from the sale of rental equipment of $129,893 and $110,112, respectively.

Cash from Financing Activities: Net cash used in financing activities was $1,689,993 during the first three months of 2002 compared to $2,352,489 in the corresponding period of 2001. These amounts represent distributions to the Registrant’s general and limited partners. The Registrant’s fleet size, as well as current market conditions, may produce lower operating results and, consequently, lower distributions to its partners in subsequent periods. Sales proceeds distributed to its partners may fluctuate in subsequent periods, reflecting the level of container disposals.

Capital Resources

Aside from the initial working capital reserve retained from the gross subscription proceeds (equal to approximately 1% of such proceeds), the Registrant relied primarily on container rental receipts to generate distributions to its general and limited partners, as well as to finance current operating needs. No credit lines are maintained to finance working capital.

New Accounting Pronouncements

In August 2001, the Financial Accounting Standards Board issued SFAS No. 143, “Accounting for Asset Retirement Obligations,” which is effective for all fiscal years beginning after June 15, 2002. This standard requires a company to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred, and a corresponding increase in the carrying value of the related long-lived asset. The Registrant is currently evaluating the impact that SFAS No. 143 will have on its financial statements.

Inflation

The Registrant believes inflation has not had a material adverse effect on the results of its operations.

(Continued)

13

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Exchange rate risk: Substantially all of the Registrant’s revenues are billed and paid in US dollars and a significant portion of costs are billed and paid in US dollars. Of the remaining costs, the majority are individually small, unpredictable and incurred in various denominations and thus are not suitable for cost effective hedging.

The Leasing Company may hedge a portion of the expenses that are predictable and are principally in UK pounds sterling. As exchange rates are outside of the control of the Registrant and the Leasing Company, there can be no assurance that such fluctuations will not adversely affect its results of operations and financial condition.

14

PART II — OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

(a)   Exhibits

Exhibit
No.	Description	Method of Filing
3(a)	Limited Partnership Agreement of the Registrant, amended and restated as of December 15, 1993		*
3(b)	Certificate of Limited Partnership of the Registrant		**
10	Form of Leasing Agent Agreement with Cronos Containers Limited		***

(b)   Reports on Form 8-K

        No reports on Form 8-K were filed by the Registrant during the quarter ended March 31, 2002.

*	Incorporated by reference to Exhibit “A” to the Prospectus of the Registrant dated December 17, 1993, included as part of Registration Statement on Form S-1 (No. 33-69356)
**	Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-69356)
***	Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-69356)

15

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

CRONOS GLOBAL INCOME FUND XV, L.P.
By	Cronos Capital Corp. The General Partner
By	/s/ Dennis J. Tietz Dennis J. Tietz President and Director of Cronos Capital Corp. (“CCC”) Principal Executive Officer of CCC
By	/s/ John Kallas John Kallas Chief Financial Officer and Director of Cronos Capital Corp. (“CCC”) Principal Financial and Accounting Officer of CCC

Date: May 10, 2002

16

EXHIBIT INDEX

Exhibit
No.	Description	Method of Filing
3(a)	Limited Partnership Agreement of the Registrant, amended and restated as of December 15, 1993		*
3(b)	Certificate of Limited Partnership of the Registrant		**
10	Form of Leasing Agent Agreement with Cronos Containers Limited		***

*	Incorporated by reference to Exhibit “A” to the Prospectus of the Registrant dated December 17, 1993, included as part of Registration Statement on Form S-1 (No. 33-69356)
**	Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (No. 33-69356)
***	Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-69356)

17