~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

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

~~Washington,~~FORM ~~D.C.~~8-K ~~20549~~

~~FORM~~CURRENT ~~8-K~~REPORT

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

~~August 1,~~SECURITIES ~~2011 Date~~EXCHANGE ofACT ~~Report~~OF ~~(Date of~~1934 ~~Earliest Event Reported)~~

~~Cronos~~August ~~Global Income Fund XV~~31, ~~L.P.~~ 2011

~~(Exact~~Date ~~name~~ of ~~registrant~~Report as(Date ~~specified~~of inEarliest ~~its~~Event ~~charter~~Reported)

~~(State~~Cronos orGlobal ~~Other~~Income ~~Jurisdiction~~Fund ofXV, ~~Incorporation)~~L.P.

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

(Exact name of registrant as specified in its charter)

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

(~~Fund’s~~State ~~Telephone~~or ~~Number,~~Other ~~Including~~Jurisdiction ~~Area~~of ~~Code~~Incorporation)

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:


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

oOne ~~Written~~Front ~~communications~~Street, ~~pursuant~~Suite to925, ~~Rule~~San ~~425~~Francisco, California ~~under~~94111 ~~the Securities Act (17 CFR § 230.425)~~

o(Address ~~Soliciting~~of ~~material~~principal ~~pursuant to Rule 14a-12 under the Exchange Act~~ executive offices) (17Zip ~~CFR § 240.14a-12~~Code)

~~o Pre-commencement communications pursuant to Rule 14d-2~~(b415) ~~under the Exchange Act (17 CFR § 240.14d~~677-~~2(b))~~8990

~~o Pre-commencement communications pursuant to Rule 13e-4~~(c)Fund’s ~~under~~Telephone ~~the~~Number, ~~Exchange~~Including ~~Act~~Area ~~(17 CFR § 240.13e-4(c~~Code))

~~TABLE~~Check OFthe ~~CONTENTS~~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:

~~Item~~¨ ~~1.01~~Written ~~Entry~~communications ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~425 ~~Agreement~~under ~~Item~~the ~~2.01~~Securities ~~Completion~~Act of(17 ~~Acquisition~~CFR or§ ~~Disposition of Assets Item 9~~230.~~01 Financial Statements and Exhibits SIGNATURES EXHIBIT INDEX EX-2.1 EX-2.2~~425)

~~Table~~¨ ofSoliciting ~~Contents~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR § 240.14a-12)

~~Item~~¨ ~~1.01~~Pre-commencement ~~Entry~~communications ~~into~~pursuant ato ~~Material~~Rule ~~Definitive~~14d-2(b) ~~Agreement~~under the Exchange Act (17 CFR § 240.14d-2(b))

~~The~~¨ ~~Registrant,~~Pre-commencement ~~Cronos~~communications ~~Global~~pursuant ~~Income~~to ~~Fund~~Rule ~~XV, L.P., a California limited partnership~~ 13e-4(~~the “Fund”~~c), ~~was~~under ~~organized on August 26, 1993 to engage in~~ the ~~business~~Exchange ofAct ~~owning~~(17 ~~and~~CFR ~~leasing marine~~§ ~~cargo containers to third-party lessees~~240. ~~The Fund is managed by Cronos Capital Corp., a California corporation~~ 13e-4(~~“CCC”~~c)~~, its general partner.~~)

~~One~~Item ~~of the principal investment objectives of the Fund was to lease its containers for ten to fifteen years, and then to dispose of them and liquidate~~2.02 InResults ~~March 2011, the Partnership commenced its eighteenth year~~ of ~~operations.~~Operations ~~Through occasional sales, retirements~~ and ~~casualty~~Financial ~~losses, the Fund had sold or disposed of approximately 76% of its container fleet (measured on a TEU-basis) as of June 30, 2011~~Condition. With the reduction in the size of the Fund’s container fleet, the administrative expenses incurred by the Fund, as a percent of its gross revenues, have increased. For this reason, and consistent with the Fund’s investment objectives, CCC, as the general partner, concluded that it would be in the best interest of the Fund and its limited partners to sell its remaining containers in bulk.

~~CCC~~The ~~distributed~~Registrant, aCronos ~~request~~Global ~~for~~Income ~~proposal~~Fund ~~(“RFP”)~~XV, ~~on May 31~~L.P., ~~2011~~a toCalifornia ~~third~~limited ~~parties seeking~~partnership ~~their interest in purchasing~~ (the “Fund’s”), ~~remaining~~was ~~containers.~~organized Ason ~~of March~~August 3126, ~~2011~~1993 ~~(the date~~to ofengage ~~the data~~ in the ~~RFP),~~business ~~the~~of ~~Fund~~owning ~~owned 5,772 twenty-foot, 2,623 forty-foot,~~ and ~~900~~leasing ~~forty-foot high cube~~ marine ~~dry~~ cargo containers, asto ~~well~~third-party aslessees. 12The ~~twenty-foot~~Fund ~~and~~is 2managed ~~forty-foot~~by ~~high cube~~Cronos ~~refrigerated~~Capital ~~cargo~~Corp., ~~containers~~a ~~and~~California ~~180~~corporation ~~tank~~(“CCC”), ~~containers~~its general partner.

~~The~~On ~~RFP~~August 31, ~~included~~2011, ~~extensive~~CCC, ~~information~~for and on behalf of the ~~operating~~Fund, ~~performance~~transmitted its letter to the limited partners of the Fund’s ~~containers, information~~reporting ~~about~~on the ~~leases~~Fund’s toresults ~~which~~of operations for the ~~containers~~second ~~are~~calendar ~~subject,~~quarter of ~~information~~2011 and on the ~~prior~~sale ~~sales~~ of the Fund’s remaining fleet of containers,. ~~and~~A ~~copies~~copy of the ~~Fund’s~~letter ~~first~~is ~~quarter~~furnished ~~2011~~with ~~10-Q~~this report as Exhibit 99.1.

NoThe ~~conditions~~information ~~were~~in ~~imposed~~this byCurrent ~~CCC~~Report on ~~prospective~~Form ~~bidders~~8-K, ~~with~~including ~~respect to~~ the ~~contents~~attached ~~of their bids~~letter, ~~with~~shall ~~the~~not ~~exception of the following: bids had to~~ be ~~received~~deemed by“filed” ~~CCC~~for ~~by June 17, 2011, and~~ the ~~bidders~~purposes ~~had~~of toSection 18 ~~identify the source~~ of ~~capital~~ the ~~bidder~~Securities ~~would~~Exchange ~~rely~~Act ~~upon~~of to1934 ~~fund the purchase,~~or ~~the~~otherwise ~~number~~subject ~~of days required for due diligence (not~~ to ~~exceed 15),~~ the ~~number~~liability of ~~days following the completion of due diligence (not to exceed 15)~~ that ~~the bidder would consider reasonable for closing~~section, ~~the~~nor ~~amount~~shall ofit ~~deposit~~be ~~the~~deemed ~~bidder~~incorporated ~~would~~by ~~agree~~reference toin ~~make (not to be less than $10,000),~~ any ~~conditions,~~ ~~other~~filing ~~than~~under the ~~completion~~Securities Act of ~~due diligence~~1933, ~~which~~except ~~applied~~as toshall ~~the~~be ~~bid,~~set ~~and~~forth ~~the~~by ~~identity of~~specific ~~bidder’s~~reference ~~counsel~~in such filing.

~~CCC~~Item ~~indicated in the RFP that the target for consummating a sale of the Fund’s remaining containers was August 1, 2011~~9.01 ~~CCC~~Financial ~~retained~~Statements ~~the discretion to vary the bidding procedures~~ and ~~to conduct the process leading to any sale of the Fund’s containers as it determined, in its sole discretion as general partner of the Fund, to be appropriate~~Exhibits.

CCC distributed the RFP to 18 parties, including competitors of CCC in the container leasing business. Three parties submitted proposals to purchase the Fund’s remaining containers. CCC selected the highest bidder, P&R Equipment & Finance Corporation, a company organized and existing under the laws of Switzerland (~~“P&R”~~d), Exhibits ~~to conduct final due diligence. During the due diligence process, P&R teamed with one of its strategic business partners,~~

2 99.1 Letter report to the limited partners of the Fund from CCC, dated August 31, 2011.

~~Table~~1 ~~of Contents~~

~~Transportation Capital~~SIGNATURES Partners, LLC (“TCP”), a California limited liability company. After conducting due diligence, P&R finalized its joint bid with TCP for the amount of $11,087,439 (the “P&R and TCP Bid”), subject to further adjustment for containers not readily saleable or disposed of prior to the date of closing. CCC accepted the bid on July 22, 2011. As of June 30, 2011, the book value of the Fund’s remaining containers and direct financing lease receivables was $3,446,936.

~~Affiliates of~~Pursuant ~~CCC~~to ~~manage~~the ~~containers~~requirements ~~for~~of ~~P&R,~~the onSecurities ~~terms~~Exchange ~~CCC~~Act ~~deems~~of ~~customary~~1934, in the ~~container~~ ~~leasing~~Company ~~industry.~~has ~~The~~duly ~~fleet~~caused ofthis ~~containers~~report ~~that~~to ~~affiliates~~be ~~of CCC~~signed ~~manage~~on ~~for~~its ~~P&R~~behalf ~~represents approximately 7% (measured~~ by ~~TEU’s)~~ of the ~~container~~undersigned ~~fleet~~hereunto ~~owned~~duly ~~and~~authorized. ~~managed by CCC and affiliates~~

OnCRONOS ~~August 1,~~GLOBAL ~~2011,~~INCOME ~~the~~FUND ~~Fund completed the sale of 9~~XV,~~055~~ ~~of its remaining containers and direct financing lease receivables to~~ L.P~~&R and TCP~~. ~~The~~By ~~final~~Cronos ~~cash~~Capital ~~purchase amount was $11,087,439~~Corp. ~~All but 74 containers owned by the Fund were sold to P&R and TCP~~, ~~the~~The ~~retained~~General containers consisting of those subject to a bargain purchase option by the lessee or not readily saleable by reason of the location of the containers, the credit status of the lessee(s) of the containers, and/or the condition of the containers.Partner

~~The~~By P&R and TCP Asset Sale Agreements (“Agreements”) are included with this report as exhibits. The Agreements contain an indemnification covenant (§ 9). To allow the Fund to liquidate and dissolve, the Fund’/s/ ~~indemnification covenant~~Frank ~~did not survive the closing of the sale, August 1, 2011~~P. ~~The~~Vaughan ~~only~~Frank ~~recourse for indemnification that~~ P&R. ~~and~~Vaughan ~~TCP~~Chief ~~have~~Financial ~~under the Agreements is against CCC, which covenant will generally expire on December 31, 2011.~~Officer

~~The effective date on the Agreements is July 1~~Date: August 31, 2011. ~~From and after that date, the buyers, P&R and TCP, are entitled to all net lease revenues and sales proceeds (if any) attributable to the purchased containers.~~

~~P&R~~2 and TCP requested that an affiliate of CCC manage the containers purchased by P&R and TCP from the Fund. Upon the closing of the sale of the Fund’s containers to P&R and TCP, CCC’s affiliate entered into separate management agreements with P&R and TCP for the containers bought by P&R and TCP from the Fund. The terms of the management agreements between CCC’s affiliate and both P&R and TCP were negotiated at arm’s length with each party. CCC’s affiliate’s management of the Fund’s containers was not imposed as a condition by CCC to the proposed sale of the Fund’s containers to P&R and TCP (or any other party). CCC believes that the terms of the management agreements between its affiliate and P&R and TCP are customary in the container leasing industry.

~~With~~INDEX ~~the~~TO ~~completion~~EXHIBITS of this sale of containers, the Fund has now resolved to wind up and dissolve. CCC will proceed with the orderly liquidation of the Fund, the payment of its remaining liabilities, and the distribution of the net proceeds of the Fund’s liquidation to the partners of the Fund. CCC anticipates that the Fund will make one liquidating distribution to the limited partners of the Fund, representing the net proceeds from the sale of its containers and direct financing leases and the Fund’s other remaining assets (after payment or reservation for payment of the Fund’s liabilities), to be paid on or about September 15, 2011 to limited partners of record on August 1, 2011. CCC is not prepared at this time to estimate the amount of the final distribution, pending disposal of the Fund’s remaining containers and completion of an accounting review of the Fund’s remaining liabilities to be discharged prior to the Fund’s termination. CCC anticipates that the Fund will complete its liquidation by September 30, 2011 and de-register the Fund’s outstanding Units under the Securities Exchange Act of 1934, as amended (“ Exchange Act”), thereby terminating the Fund’s obligation to file further periodic reports under the Exchange Act with the Securities and Exchange Commission.


Exhibit		Description

99.1		Letter report from Cronos Capital Corp., general partner of Cronos Global Income Fund XV, L.P., dated August 31, 2011, reporting on the Fund’s results of operations for the second calendar quarter of 2011 and on the sale of the Fund’s remaining fleet of containers.

Item 2.01 Completion of Acquisition or Disposition of Assets.

See the discussion of the sale of the Fund’s remaining containers and direct financing leases under Item 1.01 above.

Item 9.01 Financial Statements and Exhibits

Exhibit 2.1		Asset Sale Agreement, dated as of August 1, 2011, by and among Cronos Capital Corp., Cronos Global Income Fund XV, L.P., and P&R Equipment & Finance Corporation.
Exhibit 2.2		Asset Sale Agreement, dated as of August 1, 2011, by and among Cronos Capital Corp., Cronos Global Income Fund XV, L.P., and Transportation Capital Partners, LLC.

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: August 5, 2011

EXHIBIT INDEX

Exhibit 2.1		Asset Sale Agreement, dated as of August 1, 2011, by and among Cronos Capital Corp., Cronos Global Income Fund XV, L.P., and P&R Equipment & Finance Corporation.
Exhibit 2.2		Asset Sale Agreement, dated as of August 1, 2011, by and among Cronos Capital Corp., Cronos Global Income Fund XV, L.P., and Transportation Capital Partners, LLC.

Table of Contents

Table of Contents

Filing Compare · CRONOS GLOBAL INCOME FUND XV LP