AMENDMENT TO PURCHASE AGREEMENT


     THIS AMENDMENT TO THE PURCHASE AGREEMENT (this
"Agreement") is made and entered into effective as of May
19, 1999, by and between AEI REAL ESTATE FUND XV LIMITED
PARTNERSHIP, a Delaware limited partnership, acting by and
through its corporate general partner AEI FUND Management 86-
A, Inc., a Minnesota corporation, and AEI REAL ESTATE FUND
XVI LIMITED PARTNERSHIP, a Minnesota limited partnership,
acting by and through its corporate general partner, AEI
Fund Management XVI, Inc., a Minnesota corporation
(together, "Seller") and ELIZABETH COCKRUM, doing business
as Belle Star Antiques ("Buyer"), amending that certain
Purchase Agreement between the parties hereto dated as of
February 4, 1999, as previously amended by an April 30, 1999
letter agreement between the parties (the "Purchase
Agreement").

                    WITNESSETH THAT:

1.   Buyer, having failed to close the transaction
contemplated by the Purchase Agreement upon the date
required therein, has requested an extension of the time
within which to deliver the balance of the Purchase Price
and to close upon the transaction.  In exchange for the
consideration set forth below, Seller is willing to grant
Buyer until June 18, 1999, to complete all necessary matters
Buyer shall deem necessary to effectuate the close of the
transaction contemplated, but only upon the terms
hereinafter stated.

2.   Buyer herewith tenders to Title, to be immediately
released to Seller, an additional NON-REFUNDABLE (separate
and apart from the Earnest Money being held by Title)
$25,000 in good funds.  This $25,000 shall be applied toward
the Purchase Price, if and when this transaction shall close
on or before June 18, 1999, but otherwise and in all
respects, notwithstanding anything in the Purchase Agreement
to the contrary, this $25,000 shall be retained by Seller,
and is non-refundable to the Buyer, whether or not the
transaction contemplated by the Purchase Agreement shall
close.

3    Buyer also hereby directs Title to release to Seller
the $25,000 Earnest Money, henceforth to be considered non-
refundable, notwithstanding anything in the Purchase
Agreement to the contrary.  The Earnest Money hereby
released to Seller shall be applied toward the Purchase
Price, if and when this transaction shall close on or before
June 18, 1999, but otherwise and in all respects,
notwithstanding anything in the Purchase Agreement to the
contrary, by this Amendment the Earnest Money shall be
retained by Seller, and is non-refundable to the Buyer,
whether or not the transaction contemplated by the Purchase
Agreement shall close.

4.   This Agreement may be executed in counterpart.

     IN WITNESS WHEREOF, Seller and Buyer have each duly
executed this Amendment to the Purchase Agreement as of the
dates shown adjacent to their signatures below.

SELLER:   AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP
          A Delaware limited partnership

          By:  AEI Fund Management 86-A, Inc.,
               a Minnesota corporation
               its general partner

          By:  /s/ Robert P Johnson

          Printed Name:  Robert P Johnson
          Title:         President


SELLER:   AEI REAL ESTATE FUND XVI LIMITED PARTNERSHIP
          A Minnesota limited partnership

          By:  AEI Fund Management XVI, Inc.,
               a Minnesota corporation
               its general partner

          By:  /s/ Robert P Johnson

          Printed Name:  Robert P Johnson
          Title:         President




BUYER:    ELIZABETH COCKRUM


          /s/ Elizabeth Cockrum
          Elizabeth Cockrum