SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                           FORM 10-QSB
                                
           Quarterly Report Under Section 13 or 15(d)
             of The Securities Exchange Act of 1934
                                
           For the Quarter Ended:  September 30, 1996
                                
                Commission file number:  0-14263
                                
                                
            AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP
(Exact Name of Small Business Issuer as Specified in its Charter)


      State of Minnesota                   41-1511293
(State or other Jurisdiction of         (I.R.S. Employer
Incorporation or Organization)        Identification No.)


  1300 Minnesota World Trade Center, St. Paul, Minnesota 55101
            (Address of Principal Executive Offices)
                                
                         (612) 227-7333
                   (Issuer's telephone number)
                                
                                
                         Not Applicable
 (Former name, former address and former fiscal year, if changed
                       since last report)
                                
Check  whether  the issuer (1) 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
                                
         Transitional Small Business Disclosure Format:
                                
                        Yes           No   [X]
                                
                                
                                
                                
          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP
                                
                                
                              INDEX
                                
                                
                                                     

PART I. Financial Information

 Item 1.  Balance Sheet as of September 30, 1996 and December 31, 1995 

          Statements for the Periods ended September 30, 1996 and 1995:

             Income                                     

             Cash Flows                                 

             Changes in Partners' Capital               

          Notes to Financial Statements                

 Item 2.  Management's Discussion and Analysis     

PART II. Other Information

 Item 1.  Legal Proceedings                          

 Item 2.  Changes in Securities                      

 Item 3.  Defaults Upon Senior Securities            

 Item 4.  Submission of Matters to a Vote of Security  Holders

 Item 5.  Other Information                          

 Item 6.  Exhibits and Reports on Form 8-K           


<PAGE>                                
          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP

                          BALANCE SHEET
                                
            SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
                                
                           (Unaudited)
                                
                             ASSETS

                                                        1996         1995

CURRENT ASSETS:
   Cash and Cash Equivalents                        $   145,707   $ 1,017,632
   Receivables                                                0         8,514
                                                     -----------   -----------
        Total Current Assets                            145,707     1,026,146
                                                     -----------   -----------
INVESTMENTS IN REAL ESTATE:
   Land                                               1,877,226     1,723,603
   Buildings and Equipment                            3,249,122     2,565,687
   Property Acquisition Costs                                 0         2,333
   Accumulated Depreciation                            (870,232)     (792,710)
                                                     -----------   -----------
      Net Investments in Real Estate                  4,256,116     3,498,913
                                                     -----------   -----------
            Total Assets                            $ 4,401,823   $ 4,525,059
                                                     ===========   ===========


                       LIABILITIES AND PARTNERS' CAPITAL
                                
CURRENT LIABILITIES:
   Payable to AEI Fund Management, Inc.             $    28,644   $    26,857
   Distributions Payable                                 84,541       160,298
   Unearned Rent                                          7,525             0
                                                     -----------   -----------
        Total Current Liabilities                       120,710       187,155
                                                     -----------   -----------
PARTNERS' CAPITAL (DEFICIT):
   General Partners                                     (35,288)      (34,720)
   Limited Partners, $1,000 Unit value;
      7,500 Units authorized and issued;
      7,107 Units outstanding                         4,316,401     4,372,624
                                                     -----------   -----------
        Total Partners' Capital                       4,281,113     4,337,904
                                                     -----------   -----------
          Total Liabilities and Partners' Capital   $ 4,401,823   $ 4,525,059
                                                     ===========   ===========


 The accompanying Notes to Financial Statements are an integral
                     part of this statement.

</PAGE>

<PAGE>                                
          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP
                                
                       STATEMENT OF INCOME
                                
               FOR THE PERIODS ENDED SEPTEMBER 30
                                
                           (Unaudited)
                                
                                
                                 Three Months Ended      Nine Months Ended
                                9/30/96    9/30/95      9/30/96    9/30/95

INCOME:
 Rent                         $ 132,053   $  78,804    $ 381,663  $ 270,394
 Investment Income                1,338      29,710        8,716     77,428
                               ---------   ---------    ---------  ---------
        Total Income            133,391     108,514      390,379    347,822
                               ---------   ---------    ---------  ---------

EXPENSES:
 Partnership Administration -
   Affiliates                    23,773      22,590       70,058     73,602
 Partnership Administration
   and Property Management -
   Unrelated Parties              3,887      (1,822)      15,045     57,415
 Depreciation                    25,940      22,169       77,522     75,012
                               ---------   ---------    ---------  ---------
        Total Expenses           53,600      42,937      162,625    206,029
                               ---------   ---------    ---------  ---------

NET OPERATING INCOME             79,791      65,577      227,754    141,793

GAIN ON SALE OF REAL ESTATE           0     281,170            0    281,170
                               ---------   ---------    ---------  ---------

NET INCOME                    $  79,791   $ 346,747    $ 227,754  $ 422,963
                               =========   =========    =========  =========

NET INCOME ALLOCATED:
   General Partners           $     797   $   3,468    $   2,277  $   4,230
   Limited Partners              78,994     343,279      225,477    418,733
                               ---------   ---------    ---------  ---------
                              $  79,791   $ 346,747    $ 227,754  $ 422,963
                               =========   =========    =========  =========

NET INCOME PER
  LIMITED PARTNERSHIP UNIT
  (7,107 and 7,125 weighted 
  average Units outstanding in
  1996 and 1995 respectively) $   11.12   $   48.18    $   31.73  $   58.77
                               =========   =========    =========  =========


 The accompanying Notes to Financial Statements are an integral
                     part of this statement.

</PAGE>
                                
<PAGE>
          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP
                                
                     STATEMENT OF CASH FLOWS
                                
               FOR THE PERIODS ENDED SEPTEMBER 30
                                
                           (Unaudited)
                                
                                                        1996         1995

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net  Income                                      $  227,754    $  422,963

   Adjustments to Reconcile Net Income to Net Cash
   Provided by Operating Activities:
     Depreciation                                       77,522        75,012
     Gain on Sale of Real Estate                             0      (281,170)
     (Increase) Decrease in Receivables                  8,514        (2,979)
     Increase in Payable to
        AEI Fund Management, Inc.                        1,787         2,646
     Increase in Unearned Rent                           7,525             0
                                                     ----------    ----------
        Total Adjustments                               95,348      (206,491)
                                                     ----------    ----------
        Net Cash Provided By
        Operating Activities                           323,102       216,472
                                                     ----------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Investment in Real Estate                          (834,725)            0
   Proceeds from Sale of Real Estate                         0     1,070,424
                                                     ----------    ----------
        Net Cash Provided By (Used For)
        Investing Activities                          (834,725)    1,070,424
                                                     ----------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Increase (Decrease) in Distributions Payable        (75,757)          558
   Distributions to Partners                          (284,545)     (282,429)
                                                     ----------    ----------
        Net Cash Used For
        Financing Activities                          (360,302)     (281,871)
                                                     ----------    ----------
NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                               (871,925)    1,005,025

CASH AND CASH EQUIVALENTS, beginning of period       1,017,632     1,431,971
                                                     ----------    ----------

CASH AND CASH EQUIVALENTS, end of period            $  145,707    $2,436,996
                                                     ==========    ==========


 The accompanying Notes to Financial Statements are an integral
                     part of this statement.

</PAGE>

<PAGE>                                  
          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP
                                
            STATEMENT OF CHANGES IN PARTNERS' CAPITAL
                                
               FOR THE PERIODS ENDED SEPTEMBER 30
                                
                           (Unaudited)
                                
                                
                                
                                                                     Limited
                                                                   Partnership
                               General      Limited                   Units
                               Partners     Partners     Total     Outstanding


BALANCE, December 31, 1994   $  (34,908)  $ 4,354,036  $ 4,319,128    7,124.63

  Distributions                  (2,824)     (279,605)    (282,429)

  Net Income                      4,230       418,733      422,963
                              ----------   -----------  -----------  ----------
BALANCE, September 30, 1995  $  (33,502)  $ 4,493,164  $ 4,459,662    7,124.63
                              ==========   ===========  ===========  ==========


BALANCE, December 31, 1995   $  (34,720)  $ 4,372,624  $ 4,337,904    7,106.63

  Distributions                  (2,845)     (281,700)    (284,545)

  Net Income                      2,277       225,477      227,754
                              ----------   -----------  -----------  ----------
BALANCE, September 30, 1996  $  (35,288)  $ 4,316,401  $ 4,281,113    7,106.63
                              ==========   ===========  ===========  ==========



 The accompanying Notes to Financial Statements are an integral
                     part of this statement.

</PAGE>

                                
          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP
                                
                  NOTES TO FINANCIAL STATEMENTS
                                
                       SEPTEMBER 30, 1996
                                
                           (Unaudited)
                                

(1)  The  condensed  statements included herein have been  prepared
     by  the Partnership, without audit, pursuant to the rules  and
     regulations  of  the Securities and Exchange  Commission,  and
     reflect   all  adjustments  which  are,  in  the  opinion   of
     management,  necessary to a fair statement of the  results  of
     operations for the interim period, on a basis consistent  with
     the  annual audited statements.  The adjustments made to these
     condensed   statements  consist  only  of   normal   recurring
     adjustments.   Certain information, accounting  policies,  and
     footnote    disclosures   normally   included   in   financial
     statements  prepared  in  accordance with  generally  accepted
     accounting principles have been condensed or omitted  pursuant
     to  such  rules  and  regulations,  although  the  Partnership
     believes  that  the  disclosures  are  adequate  to  make  the
     information  presented not misleading.  It is  suggested  that
     these  condensed financial statements be read  in  conjunction
     with  the  financial statements and the summary of significant
     accounting  policies  and  notes  thereto  included   in   the
     Partnership's latest annual report on Form 10-KSB.

(2)  Organization -

     AEI  Real Estate Fund 85-A Limited Partnership (Partnership)
     was  formed  to  acquire and lease commercial properties  to
     operating tenants.  The Partnership's operations are managed
     by  Net  Lease  Management 85-A, Inc.  (NLM),  the  Managing
     General Partner of the Partnership.  Robert P. Johnson,  the
     President  and  sole  shareholder  of  NLM,  serves  as  the
     Individual General Partner of the Partnership.  An affiliate
     of   NLM,   AEI   Fund   Management,  Inc.,   performs   the
     administrative and operating functions for the Partnership.
     
     The   terms   of  the  Partnership  offering  call   for   a
     subscription  price of $1,000 per Limited Partnership  Unit,
     payable   on  acceptance  of  the  offer.   The  Partnership
     commenced   operations  on  April  15,  1985  when   minimum
     subscriptions    of   1,300   Limited   Partnership    Units
     ($1,300,000)  were  accepted.   The  Partnership's  offering
     terminated  on  June 20, 1985 when the maximum  subscription
     limit  of  7,500 Limited Partnership Units ($7,500,000)  was
     reached.
     
     Under  the  terms of the Limited Partnership Agreement,  the
     Limited  Partners and General Partners contributed funds  of
     $7,500,000  and $1,000, respectively.  During the  operation
     of the Partnership, any Net Cash Flow, as defined, which the
     General Partners determine to distribute will be distributed
     90% to the Limited Partners and 10% to the General Partners;
     provided,  however, that such distributions to  the  General
     Partners will be subordinated to the Limited Partners  first
     receiving an annual, noncumulative distribution of Net  Cash
     Flow equal to 10% of their Adjusted Capital Contribution, as
     defined,  and, provided further, that in no event  will  the
     General Partners receive less than 1% of such Net Cash  Flow
     per  annum.  Distributions to Limited Partners will be  made
     pro rata by Units.
     
                                
          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP
                                
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)
                                
(2)  Organization - (Continued)

     Any  Net  Proceeds  of Sale, as defined, from  the  sale  or
     financing of the Partnership's properties which the  General
     Partners determine to distribute will, after provisions  for
     debts  and  reserves, be paid in the following  manner:  (i)
     first,  99%  to the Limited Partners and 1% to  the  General
     Partners until the Limited Partners receive an amount  equal
     to:  (a)  their Adjusted Capital Contribution  plus  (b)  an
     amount  equal  to 6% of their Adjusted Capital  Contribution
     per  annum, cumulative but not compounded, to the extent not
     previously distributed from Net Cash Flow; (ii) next, 99% to
     the  Limited  Partners and 1% to the General Partners  until
     the Limited Partners receive an amount equal to 14% of their
     Adjusted Capital Contribution per annum, cumulative but  not
     compounded, to the extent not previously distributed;  (iii)
     next, to the General Partners until cumulative distributions
     to the General Partners under Items (ii) and (iii) equal 15%
     of cumulative distributions to all Partners under Items (ii)
     and (iii).  Any remaining balance will be distributed 85% to
     the  Limited  Partners  and  15% to  the  General  Partners.
     Distributions to the Limited Partners will be made pro  rata
     by Units.
     
     For  tax  purposes,  profits  from  operations,  other  than
     profits  attributable  to  the  sale,  exchange,  financing,
     refinancing   or  other  disposition  of  the  Partnership's
     property,  will  be  allocated first in the  same  ratio  in
     which,  and  to the extent, Net Cash Flow is distributed  to
     the Partners for such year.  Any additional profits will  be
     allocated 90% to the Limited Partners and 10% to the General
     Partners.   In the event no Net Cash Flow is distributed  to
     the  Limited  Partners,  90% of  each  item  of  Partnership
     income,  gain  or credit for each respective year  shall  be
     allocated to the Limited Partners, and 10% of each such item
     shall be allocated to the General Partners.  Net losses from
     operations will be allocated 98% to the Limited Partners and
     2% to the General Partners.
     
     For  tax purposes, profits arising from the sale, financing,
     or  other disposition of the Partnership's property will  be
     allocated  in  accordance with the Partnership Agreement  as
     follows:  (i) first, to those Partners with deficit balances
     in  their capital accounts in an amount equal to the sum  of
     such  deficit  balances; (ii) second,  99%  to  the  Limited
     Partners  and 1% to the General Partners until the aggregate
     balance in the Limited Partners' capital accounts equals the
     sum  of the Limited Partners' Adjusted Capital Contributions
     plus  an  amount  equal  to 14% of  their  Adjusted  Capital
     Contributions  per annum, cumulative but not compounded,  to
     the  extent  not previously allocated; (iii) third,  to  the
     General Partners until cumulative allocations to the General
     Partners equal 15% of cumulative allocations.  Any remaining
     balance  will  be allocated 85% to the Limited Partners  and
     15%  to the General Partners.  Losses will be allocated  98%
     to the Limited Partners and 2% to the General Partners.
     
     The  General Partners are not required to currently  fund  a
     deficit capital balance. Upon liquidation of the Partnership
     or  withdrawal  by  a General Partner, the General  Partners
     will  contribute to the Partnership an amount equal  to  the
     lesser of the deficit balances in their capital accounts  or
     1%  of total Limited Partners' and General Partners' capital
     contributions.
     
          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP
                                
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)
                                
(3)  Investments in Real Estate -

     In  1995,  the  Partnership elected early  adoption  of  the
     Statement  of  Financial  Accounting  Standards   No.   121,
     "Accounting for Impairment of Long-Lived Assets and for Long-
     Lived Assets to be Disposed Of."  This standard requires the
     Partnership to compare the carrying amount of its properties
     to  the estimated future cash flows expected to result  from
     the  property and its eventual disposition.  If the  sum  of
     the  expected  future cash flows is less than  the  carrying
     amount   of   the  property,  the  Statement  requires   the
     Partnership to recognize an impairment loss by the amount by
     which  the carrying amount of the property exceeds the  fair
     value  of the property.  Adoption of this Statement  is  not
     expected  to  have  a material effect on  the  Partnership's
     financial statements.
     
     On  March  20,  1995,  the  Partnership  sold  the  Hardee's
     restaurant  in  Sierra Vista, Arizona to an unrelated  third
     party.   The  Partnership received  net  sales  proceeds  of
     $296,020,  which  resulted in a net loss of $166,000,  which
     was recognized in 1994.
     
     On  July 19, 1995, the Partnership sold the Fair Muffler  in
     Ashwaubenon,  Wisconsin  to  the  lessee.   The  Partnership
     received net sale proceeds of $299,874, which resulted in  a
     net  gain  of $130,181.  At the time of sale, the  cost  and
     related   accumulated  depreciation  of  the  property   was
     $230,134 and $60,441, respectively.
     
     On  August  28,  1995,  the Partnership  sold  the  Hardee's
     restaurant   in   Wayne,  Nebraska  to  the   lessee.    The
     Partnership  received net sales proceeds of  $474,530  which
     resulted  in a net gain of $150,989.  At the time  of  sale,
     the   cost  and  related  accumulated  depreciation  of  the
     property was $447,944 and $124,403, respectively.
     
     During  1995  and the first quarter of 1996, the Partnership
     distributed $162,299 and $4,223 of the net sale proceeds  to
     the  Limited  and General Partners as part of their  regular
     quarterly  distributions,  which  represented  a  return  of
     capital  of  $22.59  and $.59 per Limited Partnership  Unit,
     respectively.  The remaining net proceeds were reinvested in
     additional properties.
     
     On   December   21,  1995,  the  Partnership  purchased   an
     Applebee's  restaurant in Harlingen, Texas  for  $1,393,470.
     The property is leased to Renaissant Development Corporation
     under a Lease Agreement with a primary term of 20 years  and
     annual rental payments of $156,400.
     
     On  February  14,  1996, the Partnership  purchased  an  80%
     interest  in  a  Tractor Supply Company store in  Maryville,
     Tennessee  for $837,058.  The property is leased to  Tractor
     Supply  Company under a Lease Agreement with a primary  term
     of  14  years  and annual rental payments of  $90,300.   The
     remaining interest in the property was purchased by AEI Real
     Estate  Fund  XV  Limited Partnership, an affiliate  of  the
     Partnership.
     
          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP
                                
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)
                                
(4)  Payable to AEI Fund Management -

     AEI  Fund  Management, Inc. performs the administrative  and
     operating functions for the Partnership.  The payable to AEI
     Fund   Management  represents  the  balance  due  for  those
     services.    This  balance  is  non-interest   bearing   and
     unsecured  and  is  to  be  paid in  the  normal  course  of
     business.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

       For the nine months ended September 30, 1996 and 1995, the
Partnership  recognized rental income of $381,663  and  $270,394,
respectively.   During the same periods, the  Partnership  earned
investment income of $8,716 and $77,428, respectively.  In  1996,
rental  income increased as a result of the reinvestment  of  net
sale  proceeds  in  additional properties discussed  below.   The
increase  in rental income was partially offset by a decrease  in
investment  income  earned  on the  net  proceeds  prior  to  the
purchase of the additional properties.

        During the nine months ended September 30, 1996 and 1995,
the  Partnership  paid  Partnership  administration  expenses  to
affiliated  parties of $70,058 and $73,602, respectively.   These
administration  expenses  include  costs  associated   with   the
management of the properties, processing distributions, reporting
requirements  and correspondence to the Limited Partners.  During
the   same   periods,   the  Partnership   incurred   Partnership
administration  and property management expenses  from  unrelated
parties  of  $15,045 and $57,415, respectively.   These  expenses
represent  direct payments to third parties for legal and  filing
fees,  direct administrative costs, outside audit and  accounting
costs,  taxes, insurance and other property costs.  The  decrease
in  these  expenses in 1996, when compared to 1995, is due  to  a
$45,000  payment made to the original lessee of the Sierra  Vista
property.  The payment was a reimbursement for a portion  of  the
legal  fees  the  lessee  incurred in  obtaining  a  judgment  of
$390,000  against  the sublessee in favor of the  Partnership  in
1992.   The  reimbursement was contingent upon the  sale  of  the
property which was completed in March, 1995.

        As  of  September 30, 1996, the Partnership's  annualized
cash  distribution rate was 5.85%, based on the Adjusted  Capital
Contribution.   Distributions of Net Cash  Flow  to  the  General
Partners were subordinated to the Limited Partners as required in
the Partnership Agreement.  As a result, 99% of distributions and
income  were allocated to Limited Partners and 1% to the  General
Partners.

        Inflation  has  had  a  minimal  effect  on  income  from
operations.   It is expected that increases in sales  volumes  of
the  tenants, due to inflation and real sales growth, will result
in  an  increase  in rental income over the term of  the  leases.
Inflation  also  may  cause  the  Partnership's  real  estate  to
appreciate in value.  However, inflation and changing prices  may
also  have  an  adverse impact on the operating  margins  of  the
properties' tenants which could impair their ability to pay  rent
and subsequently reduce the Partnership's Net Cash Flow available
for distributions.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS  (Continued)

Liquidity and Capital Resources

        During  the  nine months ended September  30,  1996,  the
Partnership's  cash  balances decreased $871,925  mainly  as  the
result  of  reinvesting sale proceeds in additional  property  as
discussed  below.   Net  cash provided  by  operating  activities
increased  from $216,472 in 1995 to $323,102 in 1996  due  to  an
increase in income from the reinvestment of net sales proceeds in
additional properties and a reduction in expenses.

        In  the  first nine months of 1995, net cash provided  by
investing  activities was $1,070,424 as a result of the  sale  of
properties,  as  discussed below.  In 1996,  net  cash  used  for
investing  activities was $834,725, as the Partnership  completed
the reinvestment of sale proceeds in additional properties.

        On  March  20,  1995, the Partnership sold  the  Hardee's
restaurant in Sierra Vista, Arizona  to an unrelated third party.
The  Partnership  received net sales proceeds of $296,020,  which
resulted in a net loss of $166,000, which was recognized in 1994.

       On July 19, 1995, the Partnership sold the Fair Muffler in
Ashwaubenon,  Wisconsin to the lessee.  The Partnership  received
net  sale proceeds of $299,874, which resulted in a net  gain  of
$130,181.   At the time of sale, the cost and related accumulated
depreciation   of   the  property  was  $230,134   and   $60,441,
respectively.

        On  August  28, 1995, the Partnership sold  the  Hardee's
restaurant  in  Wayne, Nebraska to the lessee.   The  Partnership
received net sales proceeds of $474,530 which resulted in  a  net
gain  of  $150,989.  At the time of sale, the  cost  and  related
accumulated  depreciation  of  the  property  was  $447,944   and
$124,403, respectively.

       During 1995 and the first quarter of 1996, the Partnership
distributed $162,299 and $4,223 of the net sale proceeds  to  the
Limited  and General Partners as part of their regular  quarterly
distributions,  which represented a return of capital  of  $22.59
and   $.59  per  Limited  Partnership  Unit,  respectively.   The
remaining net proceeds were reinvested in additional properties.

        On  December  21,  1995,  the  Partnership  purchased  an
Applebee's  restaurant in Harlingen, Texas for  $1,393,470.   The
property is leased to Renaissant Development Corporation under  a
Lease Agreement with a primary term of 20 years and annual rental
payments of $156,000.

        On  February 14, 1996, the Partnership purchased an   80%
interest   in  a  Tractor  Supply  Company  store  in  Maryville,
Tennessee for $837,058.  The property is leased to Tractor Supply
Company  under a Lease Agreement with a primary term of 14  years
and annual rental payments of $90,300.  The remaining interest in
the  property  was purchased by AEI Real Estate Fund  XV  Limited
Partnership, an affiliate of the Partnership.

       The Partnership's primary use of cash flow is distribution
and  redemption  payments to Partners.  The Partnership  declares
its  regular  quarterly  distributions before  the  end  of  each
quarter and pays the distribution in the first week after the end
of  each quarter.  The Partnership attempts to maintain a  stable
distribution  rate from quarter to quarter.  Redemption  payments
are  paid  to  redeeming Partners in the fourth quarter  of  each
year.  In 1996, net cash used for financing activities increased,
when  compared to 1995, as a result of an additional distribution
of  net sale proceeds of approximately $75,000, which was accrued
in December, 1995, but not paid until January, 1996.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS  (Continued)

        The  Partnership may purchase Units from Limited Partners
who have tendered their Units to the Partnership.  Such Units may
be  acquired at a discount.  The Partnership is not obligated  to
purchase  in any year more than 5% of the total number  of  Units
originally sold.  In no event shall the Partnership be  obligated
to  purchase  Units if, in the sole discretion  of  the  Managing
General  Partner,  such  purchase would  impair  the  capital  or
operation of the Partnership.

        On October 1, 1996, six Limited Partners redeemed a total
of  22  Partnership  Units for $10,294  in  accordance  with  the
Partnership  Agreement.   The Partnership  acquired  these  Units
using Net Cash Flow from operations.  In prior years, a total  of
forty-six Limited Partners redeemed 393.37 Partnership Units  for
$302,828.    The  redemptions  increase  the  remaining   Limited
Partners' ownership interest in the Partnership.

      The continuing rent payments from the properties should  be
adequate   to  fund  continuing  distributions  and  meet   other
Partnership obligations on both a short-term and long-term basis.

                                
                   PART II - OTHER INFORMATION
                                
ITEM 1.  LEGAL PROCEEDINGS

       There  are no material pending legal proceedings to  which
the  Partnership  is  a  party or of  which  the  Partnership's
property is subject.
                                
ITEM 2.  CHANGES IN SECURITIES

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a. Exhibits -
                              Description

                27  Financial Data Schedule  for  period
                    ended September 30, 1996.

         b. Reports filed on Form 8-K - None.
                                
                                
                           SIGNATURES
                                
     In accordance with the requirements of the Exchange Act, the
Registrant has caused this report to be signed on its  behalf  by
the undersigned, thereunto duly authorized.


Dated: November 13, 1996       AEI Real Estate Fund 85-A
                               Limited Partnership
                               By:  Net  Lease Management  85-A, Inc.
                               Its: Managing General Partner



                               By: /s/ Robert P. Johnson
                                       Robert P. Johnson
                                       President
                                       (Principal Executive Officer)



                               By: /s/ Mark E. Larson
                                       Mark E. Larson
                                       Chief Financial Officer
                                       (Principal Accounting Officer)