Item 1.01 Entry into a Material Definitive Agreement.

Century Properties Fund XV, a California limited partnership (the "Registrant"), owns Preston Creek Apartments ("Preston Creek"), a 228-unit apartment complex located in Dallas, Texas. As previously disclosed, on May 6, 2009, the Registrant entered into a Purchase and Sale Contract (the "Purchase Agreement") with a third party, RRM-I, LLC, a Louisiana limited liability company (the "Purchaser"), to sell Preston Creek to the Purchaser for a total sales price of $11,600,000.

As previously disclosed, on June 26, 2009, the Registrant and the Purchaser entered into a First Amendment to the Purchase and Sale Contract pursuant to which the feasibility period and the loan assumption approval period were both extended from June 26, 2009 to July 13, 2009.

On July 10, 2009, the Registrant and the Purchaser entered into a Second Amendment to the Purchase and Sale Contract (the "Second Amendment") pursuant to which the feasibility period and the loan assumption approval period were both further extended from July 13, 2009 to July 17, 2009.

This summary of the terms and conditions of the Second Amendment is qualified in its entirety by reference to the Second Amendment, a copy of which is attached hereto as an exhibit.

Item 9.01 Financial Statements and Exhibits

(d) Exhibit

10.20 Second Amendment to Purchase and Sale Contract between Century Property Fund XV, a California limited partnership, and RRM-I, LLC, a Louisiana limited liability company, dated July 10, 2009.