UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-KSB

             Annual Report Under Section 13 or 15(d)
             of The Securities Exchange Act of 1934

          For the Fiscal Year Ended:  December 31, 2002

                Commission file number:  0-14263

          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP
         (Name of Small Business Issuer 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)

                             (651) 227-7333
                      (Issuer's telephone number)

Securities registered pursuant to Section 12(b) of the Act:
                                 Name of each exchange on
     Title of each class             which registered
             None                          None

Securities registered pursuant to Section 12(g) of the Act:

                      Limited Partnership Units
                        (Title of class)

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 past 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

Check if disclosure of delinquent filers in response to Rule  405
of  Regulation  S-B  is  not  contained  in  this  Form,  and  no
disclosure  will  be contained, to the best of  the  registrant's
knowledge,   in   definitive  proxy  or  information   statements
incorporated by reference in Part III of this Form 10-KSB or  any
amendment to this Form 10-KSB.

The  Issuer's  revenues  for year ended December  31,  2002  were
$422,520.

As  of  February 28, 2003, there were 6,908.128 Units of  limited
partnership interest in the registrant outstanding and  owned  by
nonaffiliates  of  the registrant, which Units had  an  aggregate
market  value (based solely on the price at which they were  sold
since there is no ready market for such Units) of $6,908,128.

               DOCUMENTS INCORPORATED BY REFERENCE

 The registrant has not incorporated any documents by reference
                        into this report.

         Transitional Small Business Disclosure Format:

                       Yes          No [X]

                             PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

        AEI  Real  Estate  Fund  85-A  Limited  Partnership  (the
"Partnership" or the "Registrant") is a limited partnership which
was  organized pursuant to the laws of the State of Minnesota  on
April  15,  1985.   The  registrant is  comprised  of  Net  Lease
Management  85-A, Inc. (NLM) as Managing General Partner,  Robert
P.  Johnson as the Individual General Partner, and purchasers  of
partnership  units as Limited Partners.  The Partnership  offered
for  sale up to $7,500,000 of limited partnership interests  (the
"Units")  (7,500  Units  at  $1,000  per  Unit)  pursuant  to   a
registration   statement  effective  February   8,   1985.    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  June  20,
1985  when  the  maximum  subscription  limit  of  7,500  Limited
Partnership Units ($7,500,000) was reached.

        The Partnership was organized to acquire, initially on  a
debt-free   basis,  existing  and  newly  constructed  commercial
properties located in the United States, to lease such properties
to  tenants under triple net leases, to hold such properties  and
to  eventually sell such properties.  From subscription proceeds,
the  Partnership  purchased eight properties,  including  partial
interests in two properties, totaling $6,103,065.  The balance of
the   subscription  proceeds  was  applied  to  organization  and
syndication  costs,  working capital reserves and  distributions,
which  represented a return of capital.  The properties  are  all
commercial,  single  tenant buildings  leased  under  triple  net
leases.

        In August 2002, the Managing General Partner solicited by
mail  a  proxy  statement  seeking the  consent  of  the  Limited
Partners,   as  required  by  Section  6.1  of  the   Partnership
Agreement,  to  initiate the final disposition,  liquidation  and
distribution  of all of the Partnership's properties  and  assets
within  the  next year.  On September 24, 2002, the proposal  was
approved with a majority of Units voted in favor of the proposal.
As  a result, the Managing General Partner will proceed with  the
planned liquidation of the Partnership.

Leases

       Although there are variations in the specific terms of the
leases,  the following is a summary of the general terms  of  the
Partnership's  leases.   The properties  are  leased  to  various
tenants  under  triple  net  leases,  which  are  classified   as
operating  leases.   Under  a triple net  lease,  the  lessee  is
responsible  for  all real estate taxes, insurance,  maintenance,
repairs  and  operating expenses for the property.   The  initial
lease terms are for 15 to 20 years.  The leases provide for  base
annual  rental  payments,  payable in monthly  installments,  and
contain  rent  clauses which entitle the Partnership  to  receive
additional rent in future years based on stated rent increases or
if  gross  receipts  for  the property exceed  certain  specified
amounts, among other conditions.  The leases provide for  two  to
four  five-year  renewal options subject to the  same  terms  and
conditions as the initial lease.

       On March 8, 2001, the Partnership purchased a 33% interest
in  a parcel of land in Austin, Texas for $373,560.  The land  is
leased  to  Kona  Restaurant Group,  Inc.  (KRG)  under  a  Lease
Agreement  with  a  primary term of 17 years  and  annual  rental
payments  of  $39,224.  Simultaneously with the purchase  of  the
land,  the  Partnership  entered  into  a  Development  Financing
Agreement under which the Partnership advanced funds to  KRG  for
the  construction of a Johnny Carino's restaurant  on  the  site.
The  Partnership charged interest on the advances at  a  rate  of
10.5%.   On  September  26,  2001,  after  the  development   was
completed,  the  Lease Agreement was amended  to  require  annual
rental payments of $79,452.  The Partnership's share of the total
acquisition costs, including the cost of the land, was  $749,586.
The remaining interests in the property were purchased by AEI Net
Lease  Income & Growth Fund XX Limited Partnership, AEI Income  &
Growth Fund XXI Limited Partnership and AEI Income & Growth  Fund
23 LLC, affiliates of the Partnership.

ITEM 1.   DESCRIPTION OF BUSINESS.  (Continued)

        On May 14, 2001, the Partnership purchased a 20% interest
in  a Children's World daycare center in Plainfield, Illinois for
$294,542.    The  property  is  leased  to  ARAMARK   Educational
Resources, Inc. under a Lease Agreement with a primary term of 15
years  and  annual  rental payments of  $28,215.   The  remaining
interests in the property were purchased by AEI Income  &  Growth
Fund   XXII  Limited  Partnership  and  AEI  Private  Net   Lease
Millennium   Fund   Limited  Partnership,   affiliates   of   the
Partnership.

        On  October  25,  2001, the Partnership purchased  a  57%
interest   in   a  Children's  World  daycare  center   in   West
Bridgewater,  Massachusetts  for  $1,058,890.   The  property  is
leased  to  ARAMARK  Educational Resources, Inc.  under  a  Lease
Agreement  with  a  primary term of 15 years  and  annual  rental
payments of $99,481.  The remaining interest in the property  was
purchased by AEI Fund Management XVII, Inc., an affiliate of  the
Partnership.

        Through December 31, 2001, the Partnership sold  its  80%
interest   in  the  Tractor  Supply  store,  in  seven   separate
transactions,  to  unrelated  third  parties.   The   Partnership
received total net sale proceeds of $1,168,207, which resulted in
a  total  net  gain  of  $451,162.  The total  cost  and  related
accumulated  depreciation of the interests sold was $837,058  and
$120,013,  respectively.  For the years ended December  31,  2001
and 2000, the net gain was $338,903 and $67,573, respectively.

        Through  December 31, 2001, the Partnership sold 58.9779%
of  the  Arby's  restaurant, in three separate  transactions,  to
unrelated third parties.  The Partnership received total net sale
proceeds  of  $728,141, which resulted in a net gain of  $93,641.
The  total  cost  and  related accumulated  depreciation  of  the
interests sold was $655,398 and $20,898, respectively.   For  the
years  ended December 31, 2001 and 2000, the net gain was $14,115
and $79,526, respectively.

       Through December 31, 2002, the Partnership sold 87.517% of
the Marie Callender's restaurant, in seven separate transactions,
to  unrelated third parties.  The Partnership received total  net
sale  proceeds  of $1,605,436, which resulted in a  net  gain  of
$265,112.  The total cost and related accumulated depreciation of
the interests sold was $1,414,741 and $74,417, respectively.  For
the  years  ended December 31, 2002 and 2001, the  net  gain  was
$150,650 and $114,462, respectively.

        Subsequent to December 31, 2002, the Partnership sold its
remaining  12.4830% interest in the Marie Callender's  restaurant
to  an unrelated third party.  The Partnership received net  sale
proceeds of approximately $232,000, which resulted in a net  gain
of approximately $45,000.

        In May 2002, the Partnership sold its 33% interest in the
Johnny  Carino's  restaurant, in three separate transactions,  to
unrelated third parties.  The Partnership received total net sale
proceeds  of $857,972, which resulted in a net gain of  $116,170.
The  total  cost  and  related accumulated  depreciation  of  the
interests sold was $749,587 and $7,785, respectively.

       On  June 17, 2002, the Partnership sold the Hops  Grill  &
Bar  restaurant  to  an unrelated third party.   The  Partnership
received net sale proceeds of $1,062,953, which resulted in a net
gain  of  $360,381.  At the time of sale, the  cost  and  related
accumulated   depreciation   were   $1,094,373   and    $391,801,
respectively.

       On  June  26,  2002, the Partnership sold 4.8062%  of  the
Children's    World   daycare   center   in   West   Bridgewater,
Massachusetts  to  an  unrelated third  party.   The  Partnership
received net sale proceeds of $106,531, which resulted in  a  net
gain  of  $18,994.  The cost and related accumulated depreciation
of the interest sold was $89,285 and $1,748, respectively.

ITEM 1.   DESCRIPTION OF BUSINESS.  (Continued)

       Subsequent to December 31, 2002, the Partnership  sold  an
additional  11.0698% of the Children's World daycare  center,  in
two  separate  transactions,  to  unrelated  third  parties.  The
Partnership received net sale proceeds of approximately $258,000,
which resulted in a net gain of approximately $60,000.

       In July 2002, the Partnership entered into an agreement to
sell  the Jack-in-the-Box restaurant in Fort Worth, Texas  to  an
unrelated third party.  On December 18, 2002 the sale closed with
the  Partnership  receiving net sale proceeds of $897,165,  which
resulted  in  a net gain of $224,980.  At the time of  sale,  the
cost  and  related accumulated depreciation were  $1,005,585  and
$333,400, respectively.

        During  the year ended December 31, 2002, the Partnership
sold  its 20% interest in the Children's World daycare center  in
Plainfield, Illinois, in two separate transactions, to  unrelated
third  parties.   The Partnership received net sale  proceeds  of
$360,564,  which  resulted in a net gain of $72,965.   The  total
cost  and related accumulated depreciation of the interests  sold
was $294,542 and $6,943, respectively.

Major Tenants

        During 2002, four tenants each contributed more than  ten
percent  of  the Partnership's total rental revenue.   The  major
tenants  in aggregate contributed 90% of total rental revenue  in
2002.  With the planned liquidation of the Partnership, the major
tenant information will no longer be applicable.

Competition

        The  Partnership is a minor factor in the commercial real
estate  business.   There are numerous entities  engaged  in  the
commercial  real  estate  business which have  greater  financial
resources  than  the  Partnership.  At the time  the  Partnership
elects to dispose of its properties, the Partnership will  be  in
competition  with other persons and entities to find  buyers  for
its properties.

Employees

        The  Partnership  has  no direct  employees.   Management
services   are  performed  for  the  Partnership  by   AEI   Fund
Management, Inc., an affiliate of NLM.

ITEM 2.   DESCRIPTION OF PROPERTIES.

Investment Objectives

        The  Partnership's investment objectives were to  acquire
existing or newly-developed commercial properties throughout  the
United  States that offer the potential for (i) preservation  and
protection  of  the  Partnership's capital; (ii)  partially  tax-
deferred  cash distributions from operations which  may  increase
through  rent  participation clauses or mandated rent  increases;
and  (iii) long-term capital gains through appreciation in  value
of   the  Partnership's  properties  realized  upon  sale.    The
Partnership  does not have a policy, and there is no  limitation,
as  to the amount or percentage of assets that may be invested in
any  one  property.  However, to the extent possible, the General
Partners  attempt  to  diversify the type  and  location  of  the
Partnership's properties.

ITEM 2.   DESCRIPTION OF PROPERTIES.

Description of Properties

       The Partnership's properties are commercial, single tenant
buildings.  The properties were acquired on a debt-free basis and
are  leased to various tenants under triple net leases, which are
classified  as  operating  leases.  The  Partnership   holds   an
undivided  fee simple interest in the properties.   At  any  time
prior to selling the properties, the Partnership may mortgage one
or  more  of its properties in amounts not exceeding 50%  of  the
fair market value of the property.

        The  Partnership's properties are subject to the  general
competitive conditions incident to the ownership of single tenant
investment  real estate.  Since each property is leased  under  a
long-term   lease,   there  is  little  competition   until   the
Partnership  decides to sell the property.   At  this  time,  the
Partnership will be competing with other real estate  owners,  on
both a national and local level, in attempting to find buyers for
the   properties.   In  the  event  of  a  tenant  default,   the
Partnership would be competing with other real estate owners, who
have  property vacancies, to attract a new tenant  to  lease  the
property.   The Partnership's tenants operate in industries  that
are  very  competitive and can be affected  by  factors  such  as
changes  in regional or local economies, seasonality and  changes
in consumer preference.

The  following  table  is a summary of the  properties  that  the
Partnership acquired and owned as of December 31, 2002.

                             Total Historical               Annual   Annual
                   Purchase     Property                    Lease    Rent Per
Property             Date   Acquisition Costs  Lessee       Payment  Sq. Ft.

Chevy's Fresh Mex Restaurant
   (formerly Rio Bravo)                         The
   St. Paul, MN                             Bonaventure
   (7.6482%)          12/13/85 $135,265        Group         $12,285 $ 14.09

Arby's Restaurant
   Hudsonville, MI                             RTM
   (1.0221%)            9/3/99 $11,358     Mid-America, Inc. $ 1,024 $ 30.31

Marie Callender's Restaurant
   Gresham, OR                              Marie Callender
   (12.483%)           9/28/99 $201,792     Pie Shops, Inc.  $18,974 $ 25.92

Children's World Daycare                        ARAMARK
   West Bridgewater, MA                       Educational
   (52.1938%)         10/25/01 $969,605     Resources, Inc.  $91,093 $ 17.45

        The  properties  listed above with  a  partial  ownership
percentage  are  owned with affiliates of the Partnership  and/or
unrelated   third  parties.   The  remaining  interest   in   the
Children's    World   daycare   center   in   West   Bridgewater,
Massachusetts  is  owned by AEI Fund Management  XVII,  Inc.  and
unrelated  third parties. The remaining interests in the  Chevy's
Fresh Mex, Arby's and Marie Callender's restaurants are owned  by
unrelated third parties.

        The Partnership accounts for properties owned as tenants-
in-common  with  affiliated Partnerships and/or  unrelated  third
parties  using  the  proportionate  consolidation  method.   Each
tenant-in-common  owns  a  separate, undivided  interest  in  the
properties.   Any  tenant-in-common that holds more  than  a  50%
interest  does  not control decisions over the  other  tenant-in-
common  interests.   The financial statements reflect  only  this
Partnership's percentage share of the properties' land,  building
and equipment, liabilities, revenues and expenses.

ITEM 2.   DESCRIPTION OF PROPERTIES.  (Continued)

       The initial Lease terms are 20 years, except for the Marie
Callender's  restaurant and the Children's World daycare  center,
which  have  Lease  terms of 15 years.  The Leases  have  renewal
options  which may extend the Lease term an additional 10  to  20
years.

       Pursuant to the Lease Agreements, the tenants are required
to provide proof of adequate insurance coverage on the properties
they  occupy.   The General Partners believe the  properties  are
adequately covered by insurance and consider the properties to be
well-maintained and sufficient for the Partnership's operations.

         For  tax  purposes,  the  Partnership's  properties  are
depreciated  under  either the Accelerated Cost  Recovery  System
(ACRS)  or the Modified Accelerated Cost Recovery System (MACRS),
depending on the date when it was placed in service.  The largest
depreciable  component  of a property is the  building  which  is
depreciated, using the straight-line method, over either 19 years
(ACRS)  or 31.5 years or 40 years (MACRS) depending on  the  date
when  it  was  placed  in  service.   The  remaining  depreciable
components  of  a  property  are  personal  property   and   land
improvements which are depreciated, using an accelerated  method,
over 5 and 15 years, respectively.  Since the Partnership has tax-
exempt  Partners,  the Partnership is subject  to  the  rules  of
Section  168(h)(6) of the Internal Revenue Code which requires  a
percentage  of  the  properties'  depreciable  components  to  be
depreciated over longer lives using the straight-line method.  In
general,  the  federal  tax  basis  of  the  properties  for  tax
depreciation  purposes  is  the  same  as  the  basis  for   book
depreciation purposes.

        During the last five years or since the date of purchase,
if purchased after December 31, 1997, all properties listed above
were 100% occupied.

ITEM 3.   LEGAL PROCEEDINGS.

          None.

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

          None.


                             PART II

ITEM 5.   MARKET FOR THE REGISTRANT'S PARTNERSHIP UNITS AND
          RELATED SECURITY HOLDER MATTERS.

        As of December 31, 2002, there were 682 holders of record
of the registrant's Limited Partnership Units.  There is no other
class  of  security outstanding or authorized.  The  registrant's
Units  are  not  a traded security in any market.   However,  the
Partnership  may  acquire 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.

       During 2002, the Partnership did not redeem any units from
the  Limited  Partners.  In prior years, a total  of  59  Limited
Partners  redeemed  523.37 Partnership Units for  $345,913.   The
redemptions  increase the remaining Limited  Partners'  ownership
interest in the Partnership.

ITEM 5.   MARKET FOR THE REGISTRANT'S PARTNERSHIP UNITS AND
          RELATED SECURITY HOLDER MATTERS. (Continued)

        Cash distributions of $44,477 and $5,708 were made to the
General  Partners and $4,403,168 and $550,699 were  made  to  the
Limited   Partners   in   2002  and  2001,   respectively.    The
distributions  were made on a quarterly basis and  represent  Net
Cash   Flow,  as  defined,  except  as  discussed  below.   These
distributions  should  not be compared  with  dividends  paid  on
capital stock by corporations.

        As  part  of the Limited Partner distributions  discussed
above,  the  Partnership distributed $4,100,000 and  $150,000  of
proceeds from property sales in 2002 and 2001, respectively.  The
distributions  reduced  the  Limited Partners'  Adjusted  Capital
Contributions.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS.

        The Management's Discussion and Analysis contains various
"forward  looking  statements"  within  the  meaning  of  federal
securities  laws  which  represent management's  expectations  or
beliefs  concerning future events, including statements regarding
anticipated  application of cash, expected  returns  from  rental
income,  growth  in revenue, taxation levels, the sufficiency  of
cash to meet operating expenses, rates of distribution, and other
matters.  These, and other forward looking statements made by the
Partnership,  must be evaluated in the context  of  a  number  of
factors that may affect the Partnership's financial condition and
results of operations, including the following:

       - Market  and  economic conditions which affect the  value
          of  the  properties  the Partnership  will  realize  in
          liquidation  and  the  cash  from  rental  income  such
          properties generate;

       - the  federal  income tax consequences of rental  income,
          deductions,  gain  on  sales and other  items  and  the
          affects of these consequences for the Partners;

       - resolution  by  the General Partners of  conflicts  with
          which they may be confronted;

       - the effect of tenant defaults; and

       - the condition of the industries in which the tenants of
          properties owned by the Partnership operate.

The Application of Critical Accounting Policies

        The preparation of the Partnership's financial statements
requires  management to make estimates and assumptions  that  may
affect the reported amounts of assets, liabilities, revenues  and
expenses,  and  related  disclosure  of  contingent  assets   and
liabilities. Management evaluates these estimates on  an  ongoing
basis,  including  those related to the carrying  value  of  real
estate  and  the  allocation  by AEI  Fund  Management,  Inc.  of
expenses  to  the  Partnership as opposed  to  other  funds  they
manage.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS.  (Continued)

        Through  September  23, 2002, the  Partnership  purchased
properties and recorded them in the financial statements  at  the
lower  of  cost  or estimated realizable value.  The  Partnership
initially  recorded the properties at cost (including capitalized
acquisition   expenses).   The  Partnership   was   required   to
periodically  evaluate  the  carrying  value  of  properties   to
determine   whether   their  realizable  value   declined.    For
properties  the  Partnership would hold and  operate,  management
determined   whether  impairment  occurred   by   comparing   the
property's  probability-weighted cash flows to its  then  current
carrying   value.   For  properties  held  for  sale,  management
determined   whether  impairment  occurred   by   comparing   the
property's  estimated fair value less cost to sell  to  its  then
current  carrying value.  If the carrying value was greater  than
the  realizable value, an impairment loss was recorded to  reduce
the  carrying value of the property to its realizable  value.   A
change  in these assumptions or analysis may have caused material
changes in the carrying value of the properties.

        Effective September 24, 2002, the Partnership adopted the
liquidation  basis of accounting as a result of  the  Partnership
approving   a   proposal  to  initiate  the  final   disposition,
liquidation and distribution of all the Partnership's  properties
and  assets  within  the  next  year.   In  accordance  with  the
liquidation  basis  of accounting, assets are recorded  at  their
estimated net realizable value (the amount of cash expected to be
received) and liabilities are recorded at the amount estimated to
be  paid  to creditors and Partners.  At December 31,  2002,  the
estimated real estate values are based upon subsequent  sales  of
the  properties or estimated values based upon sales negotiations
in  progress or comparable sales.  Any changes in these estimates
could cause material changes in the net assets in liquidation.

       AEI Fund Management Inc. allocates expenses to each of the
funds  they manage primarily on the basis of the number of  hours
devoted  by  their employees to each fund's affairs.   They  also
allocate  some  expenses at the end of each month  that  are  not
directly related to a fund's operations based upon the number  of
investors  in the fund and the fund's capitalization relative  to
other  funds  they  manage.   The  Partnership  reimburses  these
expenses  subject  to  detailed  limitations  contained  in   the
Partnership Agreement.

         Management   of  the  Partnership  has   discussed   the
development  and selection of the above accounting estimates  and
the management discussion and analysis disclosures regarding them
with the managing partner of the Partnership.

Results of Operations

        For  the years ended December 31, 2002 and 2001, while in
the operating and liquidation phases, the Partnership  recognized
rental income of $411,982 and $496,710, respectively.  During the
same periods, the Partnership earned investment income of $10,538
and  $47,540, respectively.  In 2002, rental income decreased due
to  property sales.  This decrease in rental income was partially
offset   by   additional  rent  received  from   three   property
acquisitions  in  2001.   In  2002, investment  income  decreased
mainly due to the Partnership receiving less interest income from
construction advances and lower money market interest rates.

        At  December  31,  2002,  the Partnership  recognized  an
adjustment  of  estimated  value  of  ($987,541)  resulting  from
adopting the liquidation basis of accounting and recording  their
assets  at estimated net realizable value and liabilities at  the
amount estimated to be paid.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS.  (Continued)

        During the years ended December 31, 2002 and 2001, while
in the operating and liquidation phases, the  Partnership   paid
Partnership  administration expenses  to  affiliated  parties  of
$96,756   and   $114,450,  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  $25,110   and
$22,266,  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.

       As of December 31, 2002, the Partnership's annualized cash
distribution  rate  was  6.5%,  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
were  allocated  to  Limited  Partners  and  1%  to  the  General
Partners.

        Inflation  has  had  a  minimal  effect  on  income  from
operations.   Leases  may contain rent increases,  based  on  the
increase  in  the  Consumer Price Index over a specified  period,
which  will result in an increase in rental income over the  term
of  the  leases.   In addition, leases may contain  rent  clauses
which  entitle  the  Partnership to receive  additional  rent  in
future  years  if gross receipts for the property exceed  certain
specified  amounts.  Increases in sales volumes of  the  tenants,
due to inflation and real sales growth, may result in an increase
in rental income over the term of the leases.  Inflation also may
cause the real estate to appreciate in value.  However, inflation
and  changing prices may have an adverse impact on the  operating
margins  of  the  properties' tenants, which could  impair  their
ability  to  pay rent and subsequently reduce the Net  Cash  Flow
available for distributions.

Liquidity and Capital Resources

        In August 2002, the Managing General Partner solicited by
mail  a  proxy  statement  seeking the  consent  of  the  Limited
Partners,   as  required  by  Section  6.1  of  the   Partnership
Agreement,  to  initiate the final disposition,  liquidation  and
distribution  of all of the Partnership's properties  and  assets
within  the  next year.  On September 24, 2002, the proposal  was
approved with a majority of Units voted in favor of the proposal.
As  a result, the Managing General Partner will proceed with  the
planned liquidation of the Partnership.

       During the year ended December 31, 2002, the Partnership's
cash  balances increased $1,008,980 as a result of cash generated
from  the  sale  of  property,  which  was  partially  offset  by
distributions  of  sales  proceeds to  the  Partners.   Net  cash
provided by operating activities decreased from $402,524 in  2001
to  $294,217  in 2002 due to a decrease in income in 2002,  which
was  partially offset by a decrease in Partnership administration
expenses in 2002.

        The  major components of the Partnership's cash flow from
investing activities are investments in real estate and  proceeds
from  the  sale of real estate.  During the years ended  December
31,  2002 and 2001, the Partnership generated cash flow from  the
sale  of  real estate of $4,199,892 and $1,721,398, respectively.
During the year ended December 31, 2001, the Partnership expended
$2,103,019 to invest in real properties (inclusive of acquisition
expenses)  as  the  Partnership reinvested  cash  generated  from
property sales.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS.  (Continued)

       On March 8, 2001, the Partnership purchased a 33% interest
in  a parcel of land in Austin, Texas for $373,560.  The land  is
leased  to  Kona  Restaurant Group,  Inc.  (KRG)  under  a  Lease
Agreement  with  a  primary term of 17 years  and  annual  rental
payments  of  $39,224.  Simultaneously with the purchase  of  the
land,  the  Partnership  entered  into  a  Development  Financing
Agreement under which the Partnership advanced funds to  KRG  for
the  construction of a Johnny Carino's restaurant  on  the  site.
The  Partnership charged interest on the advances at  a  rate  of
10.5%.   On  September  26,  2001,  after  the  development   was
completed,  the  Lease Agreement was amended  to  require  annual
rental payments of $79,452.  The Partnership's share of the total
acquisition costs, including the cost of the land, was  $749,586.
The remaining interests in the property were purchased by AEI Net
Lease  Income & Growth Fund XX Limited Partnership, AEI Income  &
Growth Fund XXI Limited Partnership and AEI Income & Growth  Fund
23 LLC, affiliates of the Partnership.

        On May 14, 2001, the Partnership purchased a 20% interest
in  a Children's World daycare center in Plainfield, Illinois for
$294,542.    The  property  is  leased  to  ARAMARK   Educational
Resources, Inc. under a Lease Agreement with a primary term of 15
years  and  annual  rental payments of  $28,215.   The  remaining
interests in the property were purchased by AEI Income  &  Growth
Fund   XXII  Limited  Partnership  and  AEI  Private  Net   Lease
Millennium   Fund   Limited  Partnership,   affiliates   of   the
Partnership.

        On  October  25,  2001, the Partnership purchased  a  57%
interest   in   a  Children's  World  daycare  center   in   West
Bridgewater,  Massachusetts  for  $1,058,890.   The  property  is
leased  to  ARAMARK  Educational Resources, Inc.  under  a  Lease
Agreement  with  a  primary term of 15 years  and  annual  rental
payments of $99,481.  The remaining interest in the property  was
purchased by AEI Fund Management XVII, Inc., an affiliate of  the
Partnership.

        Through December 31, 2001, the Partnership sold  its  80%
interest   in  the  Tractor  Supply  store,  in  seven   separate
transactions,  to  unrelated  third  parties.   The   Partnership
received total net sale proceeds of $1,168,207, which resulted in
a  total  net  gain  of  $451,162.  The total  cost  and  related
accumulated  depreciation of the interests sold was $837,058  and
$120,013,  respectively.  For the year ended December  31,  2001,
the net gain was $338,903.

        Through  December 31, 2001, the Partnership sold 58.9779%
of  the  Arby's  restaurant, in three separate  transactions,  to
unrelated third parties.  The Partnership received total net sale
proceeds  of  $728,141, which resulted in a net gain of  $93,641.
The  total  cost  and  related accumulated  depreciation  of  the
interests sold was $655,398 and $20,898, respectively.   For  the
year ended December 31, 2001, the net gain was $14,115.

       Through December 31, 2002, the Partnership sold 87.517% of
the Marie Callender's restaurant, in seven separate transactions,
to  unrelated third parties.  The Partnership received total  net
sale  proceeds  of $1,605,436, which resulted in a  net  gain  of
$265,112.  The total cost and related accumulated depreciation of
the interests sold was $1,414,741 and $74,417, respectively.  For
the  years  ended December 31, 2002 and 2001, the  net  gain  was
$150,650 and $114,462, respectively.

        Subsequent to December 31, 2002, the Partnership sold its
remaining  12.4830% interest in the Marie Callender's  restaurant
to  an unrelated third party.  The Partnership received net  sale
proceeds of approximately $232,000, which resulted in a net  gain
of approximately $45,000.

        In May 2002, the Partnership sold its 33% interest in the
Johnny  Carino's  restaurant, in three separate transactions,  to
unrelated third parties.  The Partnership received total net sale
proceeds  of $857,972, which resulted in a net gain of  $116,170.
The  total  cost  and  related accumulated  depreciation  of  the
interests sold was $749,587 and $7,785, respectively.

ITEM 6.MANAGEMENT'S DISCUSSION AND ANALYSIS.  (Continued)

       On  June 17, 2002, the Partnership sold the Hops  Grill  &
Bar  restaurant  to  an unrelated third party.   The  Partnership
received net sale proceeds of $1,062,953, which resulted in a net
gain  of  $360,381.  At the time of sale, the  cost  and  related
accumulated   depreciation   were   $1,094,373   and    $391,801,
respectively.

       On  June  26,  2002, the Partnership sold 4.8062%  of  the
Children's    World   daycare   center   in   West   Bridgewater,
Massachusetts  to  an  unrelated third  party.   The  Partnership
received net sale proceeds of $106,531, which resulted in  a  net
gain  of  $18,994.  The cost and related accumulated depreciation
of the interest sold was $89,285 and $1,748, respectively.

       Subsequent to December 31, 2002, the Partnership  sold  an
additional  11.0698% of the Children's World daycare  center,  in
two  separate  transactions,  to  unrelated  third  parties.  The
Partnership received net sale proceeds of approximately $258,000,
which resulted in a net gain of approximately $60,000.

       In July 2002, the Partnership entered into an agreement to
sell  the Jack-in-the-Box restaurant in Fort Worth, Texas  to  an
unrelated third party.  On December 18, 2002 the sale closed with
the  Partnership  receiving net sale proceeds of $897,165,  which
resulted  in  a net gain of $224,980.  At the time of  sale,  the
cost  and  related accumulated depreciation were  $1,005,585  and
$333,400, respectively.

       During  the  year ended December 31, 2002, the Partnership
sold  its 20% interest in the Children's World daycare center  in
Plainfield, Illinois, in two separate transactions, to  unrelated
third  parties.   The Partnership received net sale  proceeds  of
$360,564,  which  resulted in a net gain of $72,965.   The  total
cost  and related accumulated depreciation of the interests  sold
was $294,542 and $6,943, respectively.

       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.

         During   2002  and  2001,  the  Partnership  distributed
$4,141,414  and $151,515 of net sale proceeds to the Limited  and
General  Partners,  which represented  a  return  of  capital  of
$587.68  and  $21.34 per Limited Partnership Unit,  respectively.
The  remaining  net  sale proceeds will  be  distributed  to  the
Partners in the future.

        The  Partnership may acquire 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.

       During 2002, the Partnership did not redeem any units from
the  Limited  Partners.  In prior years, a total  of  59  Limited
Partners  redeemed  523.37 Partnership Units for  $345,913.   The
redemptions  increase the remaining Limited  Partners'  ownership
interest in the Partnership.

       The continuing rent payments from the properties, together
with  cash  generated from property sales, should be adequate  to
fund continuing distributions and meet other obligations.

ITEM 7.   FINANCIAL STATEMENTS.

       See accompanying index to financial statements.

          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP

                  INDEX TO FINANCIAL STATEMENTS




                                                            Page

Report of Independent Auditors                               13

Statement of Net Assets Available for Liquidation at
   December 31, 2002                                         14

Balance Sheet as of December 31, 2001                        15

Statement of Liquidating Activities for the Period From
   September 24, 2002 to December 31, 2002                   16

Statements for the Period From January 1, 2002 to
   September 23, 2002 and for the Year Ended December 31, 2001:

     Income                                                  17

     Cash Flows                                              18

     Changes in Partners' Capital                            19

Notes to Financial Statements                           20 - 29




                 REPORT OF INDEPENDENT AUDITORS



To the Partners:
AEI Real Estate Fund 85-A Limited Partnership
St. Paul, Minnesota



      We  have audited the accompanying balance sheet of AEI Real
Estate   Fund  85-A  Limited  Partnership  (a  Minnesota  limited
partnership) as of December 31, 2001, and the related  statements
of  income, cash flows and changes in partners' capital  for  the
year  then  ended and the statements of income,  cash  flows  and
changes in partners' capital for the period from January 1,  2002
to September 23, 2002.  We also have audited the statement of net
assets  available  for liquidation of AEI Real Estate  Fund  85-A
Limited  Partnership  as of December 31, 2002,  and  the  related
statement of liquidating activities for the period from September
24,  2002  to December 31, 2002.  These financial statements  are
the    responsibility   of   the   Company's   management.    Our
responsibility  is  to  express an  opinion  on  these  financial
statements based on our audits.

     We   conducted  our  audits  in  accordance  with   auditing
standards  generally accepted in the United  States  of  America.
Those  standards require that we plan and perform  the  audit  to
obtain   reasonable   assurance  about  whether   the   financial
statements are free of material misstatement.  An audit  includes
examining,  on a test basis, evidence supporting the amounts  and
disclosures in the financial statements.  An audit also  includes
assessing   the   accounting  principles  used  and   significant
estimates  made by management, as well as evaluating the  overall
financial  statement presentation.  We believe  that  our  audits
provide a reasonable basis for our opinion.

      As  described in the Notes to the financial statements, the
Partners  of  AEI  Real  Estate  Fund  85-A  Limited  Partnership
approved  a  plan of liquidation on September 24, 2002,  and  the
Partnership began liquidation shortly thereafter.  As  a  result,
the  Company  changed its basis of accounting for  periods  after
September  23,  2002,  from  the  going  concern  basis  to   the
liquidation basis.

      In our opinion, the financial statements referred to in the
first  paragraph  present fairly, in all material  respects,  the
financial   position  of  AEI  Real  Estate  Fund  85-A   Limited
Partnership  as  of  December 31, 2001, and the  results  of  its
operations and its cash flows for the year then ended and for the
period  from  January 1, 2002, to September  23,  2002,  its  net
assets available for liquidation as of December 31, 2002, and the
statement of liquidating activities for the period from September
24,  2002  to  December 31, 2002, in conformity  with  accounting
principles  generally accepted in the United  States  of  America
applied  on  the bases of accounting described in  the  preceding
paragraph.




Minneapolis, Minnesota         Boulay, Heutmaker, Zibell & Co. P.L.L.P.
January 21, 2003               Certified Public Accountants

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

        STATEMENT OF NET ASSETS AVAILABLE FOR LIQUIDATION

                        DECEMBER 31, 2002





ASSETS:
  Cash                                             $ 1,400,827
  Receivables                                           22,609
  Investments in Real Estate                         1,525,000
                                                     ---------
          Total Assets                               2,948,436
                                                     ---------

LIABILITIES:
  Payable to AEI Fund Management, Inc.                  15,816
  Distributions Payable                              1,053,755
                                                     ---------
          Total Liabilities                          1,069,571
                                                     ---------
      NET ASSETS (PARTNERS' CAPITAL) IN LIQUIDATION,
        including 6,977 Limited Partnership
        Units outstanding                          $ 1,878,865
                                                      ========











 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</page>
<page>

          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP

                          BALANCE SHEET

                        DECEMBER 31, 2001

                             ASSETS




CURRENT ASSETS:
  Cash and Cash Equivalents                         $  391,847
  Receivables                                           10,000
                                                     ---------
          Total Current Assets                         401,847
                                                     ---------
INVESTMENTS IN REAL ESTATE:
  Land                                               1,954,142
  Buildings and Equipment                            3,411,231
  Accumulated Depreciation                            (827,392)
                                                     ---------
      Net Investments in Real Estate                 4,537,981
                                                     ---------
          Total Assets                              $4,939,828
                                                     =========


                LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.              $    9,644
  Distributions Payable                                 91,239
                                                     ---------
      Total Current Liabilities                        100,883
                                                     ---------
PARTNERS' CAPITAL:
  General Partners                                           0
  Limited Partners, $1,000 Unit value;
     7,500 Units authorized and issued;
     6,977 Units outstanding in 2001                 4,838,945
                                                     ---------
      Total Partners' Capital                        4,838,945
                                                     ---------
           Total Liabilities and Partners' Capital  $4,939,828
                                                      ========



 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 LIQUIDATING ACTIVITIES

   FOR THE PERIOD FROM SEPTEMBER 24, 2002 TO DECEMBER 31, 2002




SOURCES OF ADDITIONAL CASH:
  Rent                                              $   48,701
  Investment Income                                      1,821
  Proceeds from Sale of Real Estate                  1,075,781
                                                     ---------
      Total Sources of Additional Cash               1,126,303
                                                     ---------

USES OF ADDITIONAL CASH:
  Partnership Administration - Affiliates                2,471
  Partnership Administration and Property
     Management - Unrelated Parties                     (2,734)
  Distributions to Partners                            560,207
                                                     ---------
      Total Uses of Additional Cash                    559,944
                                                     ---------
INCREASE IN NET ASSETS IN LIQUIDATION
   BEFORE ADJUSTMENTS                                  566,359
                                                     ---------
ADJUSTMENTS OF ESTIMATED VALUES:
  Increase in Net Realizable values of:
     Receivables and Unearned Rent, Net                 33,908
     Real Estate                                       303,526
     Payable to AEI Fund Management, Inc.               (6,502)
     Distributions Payable                            (497,720)
  Cost of Real Estate Sold from September 24, 2002
      To December 31, 2002                            (820,753)
                                                     ---------
           Total Adjustment of Estimated Values       (987,541)
                                                     ---------

DECREASE IN NET ASSETS IN LIQUIDATION                 (421,182)

BEGINNING NET ASSETS IN LIQUIDATION
  (PARTNERS' CAPITAL AT SEPTEMBER 23, 2002)          2,300,047
                                                     ---------
ENDING NET ASSETS IN LIQUIDATION                    $1,878,865
                                                      ========


 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 PERIOD FROM JANUARY 1, 2002 TO SEPTEMBER 23, 2002
            AND FOR THE YEAR ENDED DECEMBER 31, 2001


                                             2002       2001

INCOME:
  Rent                                     $  329,373 $  496,710
  Investment Income                             8,717     47,540
                                            ---------  ---------
      Total Income                            338,090    544,250
                                            ---------  ---------

EXPENSES:
  Partnership Administration - Affiliates      87,783    114,450
  Partnership Administration and Property
     Management - Unrelated Parties            27,844     22,266
  Depreciation                                 60,755     82,125
                                            ---------  ---------
      Total Expenses                          176,382    218,841
                                            ---------  ---------

OPERATING INCOME                              161,708    325,409

GAIN ON SALE OF REAL ESTATE                   689,112    467,480
                                            ---------  ---------
NET INCOME                                 $  850,820 $  792,889
                                             ========   ========

NET INCOME ALLOCATED:
  General Partners                         $   33,897 $   37,638
  Limited Partners                            816,923    755,251
                                            ---------  ---------
                                           $  850,820 $  792,889
                                             ========   ========

NET INCOME PER LIMITED PARTNERSHIP UNIT
(6,977 and 7,016 weighted average Units
   outstanding for the
   periods, respectively)                  $   117.09 $   107.65
                                             ========   ========


      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 PERIOD FROM JANUARY 1, 2002 TO SEPTEMBER 23, 2002
            AND FOR THE YEAR ENDED DECEMBER 31, 2001


                                               2002       2001

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                               $  850,820 $  792,889

  Adjustments To Reconcile Net Income
  To Net Cash Provided By Operating Activities:
     Depreciation                              60,755     82,125
     Gain on Sale of Real Estate             (689,112)  (467,480)
     Decrease in Receivables                   10,000          0
     Increase in Payable to
        AEI Fund Management, Inc.                (330)    (5,010)
     Increase in Unearned Rent                 11,299          0
                                            ---------  ---------
       Total Adjustments                     (607,388)  (390,365)
                                            ---------  ---------
       Net Cash Provided By
           Operating Activities               243,432    402,524
                                            ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Investments in Real Estate                        0 (2,103,019)
  Proceeds from Sale of Real Estate         3,124,111  1,721,398
                                            ---------  ---------
       Net Cash Provided By (Used For)
           Investing Activities             3,124,111   (381,621)
                                            ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase in Distributions Payable           464,796         20
  Distributions to Partners                (3,389,718)  (556,262)
  Redemption Payments                               0    (14,536)
                                            ---------  ---------
       Net Cash Used For
           Financing Activities            (2,924,922)  (570,778)
                                            ---------  ---------
NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS                      442,621   (549,875)

CASH AND CASH EQUIVALENTS,
beginning of period                           391,847    941,722
                                            ---------  ---------
CASH AND CASH EQUIVALENTS,
end of period                              $  834,468 $  391,847
                                             ========   ========



 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 PERIOD FROM JANUARY 1, 2002 TO SEPTEMBER 23, 2002
            AND FOR THE YEAR ENDED DECEMBER 31, 2001




                                                             Limited
                                                           Partnership
                              General   Limited               Units
                             Partners  Partners     Total  Outstanding


BALANCE, December 31, 2000 $(31,930) $4,648,784  $4,616,854  7,029.63

  Distributions              (5,563)   (550,699)   (556,262)

  Redemption Payments          (145)    (14,391)    (14,536)   (53.00)

  Net Income                 37,638     755,251     792,889
                            -------   ---------    --------  --------
BALANCE, December 31, 2001        0   4,838,945   4,838,945  6,976.63

  Distributions             (33,897) (3,355,821) (3,389,718)

  Net Income                 33,897     816,923     850,820
                            -------   ---------    --------  --------
BALANCE, September 23, 2002 $     0  $2,300,047  $2,300,047  6,976.63
                            =======  ==========  ==========  =======





 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

                   DECEMBER 31, 2002 AND 2001


(1)  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.  Robert P. Johnson, the President and  sole
     shareholder of NLM, serves as the Individual General Partner
     and  an  affiliate of NLM, AEI Fund Management,  Inc.  (AEI)
     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 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 operations, 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.

     Any  Net  Proceeds  of Sale, as defined, from  the  sale  or
     financing of 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.

          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(1)  ORGANIZATION - (Continued)

     For  tax  purposes,  profits  from  operations,  other  than
     profits  attributable  to  the  sale,  exchange,  financing,
     refinancing  or  other  disposition  of  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 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 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.

     In  August  2002, the Managing General Partner solicited  by
     mail  a  proxy statement seeking the consent of the  Limited
     Partners,  as  required by Section 6.1  of  the  Partnership
     Agreement,  to  initiate the final disposition,  liquidation
     and  distribution of all of the Partnership's properties and
     assets  within  the next year.  On September 24,  2002,  the
     proposal  was  approved with a majority of  Units  voted  in
     favor  of  the proposal.  As a result, the Managing  General
     Partner  will  proceed with the planned liquidation  of  the
     Partnership.

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -

     Financial Statement Presentation

       Pursuant  to  a  vote of the Partners, the Partnership  is
       being  liquidated.   Effective  September  24,  2002,  the
       Partnership  measures its assets and  liabilities  at  the
       amounts  of  cash  expected  in  liquidation  and  reports
       changes in estimates when they are known.  The accounts of
       the  Partnership  are maintained on the accrual  basis  of
       accounting  for  both  federal  income  tax  purposes  and
       financial reporting purposes.

          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

     Accounting Estimates

       Management  uses  estimates and assumptions  in  preparing
       these  financial statements in accordance  with  generally
       accepted  accounting  principles.   Those  estimates   and
       assumptions may affect the reported amounts of assets  and
       liabilities,  the  disclosure  of  contingent  assets  and
       liabilities,  and  the  reported revenues,  expenses,  and
       sources and uses of additional cash.  Actual results could
       differ from those estimates.

       The  Partnership regularly assesses whether market  events
       and conditions indicate that it is reasonably possible  to
       recover  the carrying amounts of its investments  in  real
       estate  from  future operations and sales.   A  change  in
       those  market events and conditions could have a  material
       effect on the carrying amount of its real estate.

     Cash Concentrations of Credit Risk

       The  Partnership's  cash  is deposited  primarily  in  one
       financial institution and at times during the year it  may
       exceed FDIC insurance limits.

     Statement of Cash Flows

       For  purposes  of  reporting cash  flows,  cash  and  cash
       equivalents  may include cash in checking,  cash  invested
       in   money   market  accounts,  certificates  of  deposit,
       federal  agency notes and commercial paper with a term  of
       three months or less.

     Receivables

       Credit  terms are extended to tenants in the normal course
       of  business.   The  Partnership performs  ongoing  credit
       evaluations  of  its customers' financial  condition  and,
       generally, requires no collateral.

       Receivables   are   recorded  at   their   estimated   net
       realizable  value.  The Partnership follows  a  policy  of
       providing  an  allowance for doubtful  accounts;  however,
       based on historical experience, and its evaluation of  the
       current status of receivables, the Partnership is  of  the
       belief  that  such  accounts will be  collectible  in  all
       material  respects and thus an allowance is not necessary.
       Accounts  are considered past due if payment is  not  made
       on  a  timely  basis in accordance with the  Partnership's
       credit  terms.   Receivables considered uncollectible  are
       written off.

     Income Taxes

       The  income or loss of the Partnership for federal  income
       tax  reporting  purposes is includable in the  income  tax
       returns  of the partners.  In general, no recognition  has
       been  given to income taxes in the accompanying  financial
       statements.

          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

       The  tax  return, the qualification of the Partnership  as
       such  for  tax  purposes, and the amount of  distributable
       Partnership  income or loss are subject to examination  by
       federal   and  state  taxing  authorities.   If  such   an
       examination  results  in  changes  with  respect  to   the
       Partnership  qualification or in changes to  distributable
       Partnership  income  or loss, the taxable  income  of  the
       partners would be adjusted accordingly.

     Real Estate

       The  Partnership's real estate is leased under triple  net
       leases  classified as operating leases.   The  Partnership
       recognizes  rental revenue on the accrual basis  according
       to  the terms of the individual leases.  For leases  which
       contain  cost  of  living  increases,  the  increases  are
       recognized in the year in which they are effective.

       Real  estate is recorded at the lower of cost or estimated
       net   realizable  value  at  December  31,  2001  and   at
       estimated net realizable value at December 31, 2002.
       Through September 23, 2002, the  Partnership  compared the
       carrying  amount  of  its   properties  to  the  estimated
       probability-weighted  future cash  flows expected to result
       from the property  and  its eventual  disposition.  If the
       sum of the expected  future cash  flows  was less than the
       carrying amount of the property, the Partnership recognizes
       an impairment loss by the amount  by  which the   carrying
       amount  of  the  property  exceeds  the  fair value of the
       property.

       The  Partnership capitalized as Investments in Real Estate
       certain  costs  incurred in the review and acquisition  of
       the  properties.  The costs were allocated  to  the  land,
       buildings and equipment.

       The  buildings  and  equipment  of  the  Partnership  were
       depreciated  using the straight-line method for  financial
       reporting purposes based on estimated useful lives  of  30
       years and 10 years respectively.

       The  Partnership accounts for properties owned as tenants-
       in-common  with  affiliated Partnerships and/or  unrelated
       third   parties   using  the  proportionate  consolidation
       method.   Each tenant-in-common owns a separate, undivided
       interest  in  the  properties.  Any tenant-in-common  that
       holds  more than a 50% interest does not control decisions
       over  the other tenant-in-common interests.  The financial
       statements  reflect  only  this  Partnership's  percentage
       share  of  the  properties' land, building and  equipment,
       liabilities, revenues and expenses.

          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(3)  RELATED PARTY TRANSACTIONS -

     The  Partnership owned a 20% interest in a Children's  World
     daycare  center  in  Plainfield,  Illinois.   The  remaining
     interests in this property are owned by AEI Income &  Growth
     Fund   XXII  Limited  Partnership,  an  affiliate   of   the
     Partnership, and unrelated third parties.  AEI  Private  Net
     Lease  Millennium Fund Limited Partnership, an affiliate  of
     the Partnership, owned a 55% interest in this property until
     the  interest  was  sold, in a series  of  transactions,  to
     unrelated  third parties in 2002.  The Partnership  owned  a
     33%  interest in Johnny Carino's restaurant.  The  remaining
     interests  in  this property were owned  by  AEI  Net  Lease
     Income  & Growth Fund XX Limited Partnership,  AEI Income  &
     Growth  Fund XXI Limited Partnership and AEI Income & Growth
     Fund 23 LLC, affiliates of the Partnership.  At December 31,
     2002,  the  Partnership  owned  a  52.1938%  interest  in  a
     Children's   World  daycare  center  in  West   Bridgewater,
     Massachusetts.  The remaining interests in this property are
     owned by AEI Fund Management XVII, Inc., an affiliate of the
     Partnership,  and unrelated third parties.  The  Partnership
     owned  an  80%  interest in a Tractor Supply Company  store.
     AEI Real Estate Fund XV Limited Partnership, an affiliate of
     the Partnership, owned a 20% interest in this property until
     the interest was sold to unrelated third parties in a series
     of  transactions with the last sale occurring  in  September
     2002.

     AEI   and  NLM  received  the  following  compensation   and
     reimbursements for costs and expenses from the Partnership:

                                       Total Incurred by the Partnership
                                         for the Years Ended December 31

                                                     2002       2001

a.AEI and NLM are reimbursed for all costs
  incurred in connection with managing the
  Partnership's operations, maintaining the
  Partnership's books and communicating
  the results of operations to the Limited
  Partners.                                        $  96,756  $ 114,450
                                                    ========   ========

b.AEI and NLM are reimbursed for all direct
  expenses they have paid on the Partnership's
  behalf to third parties relating to Partnership
  administration and property management.
  These expenses included printing costs,
  legal and filing fees, direct administrative costs,
  outside audit and accounting costs, taxes,
  insurance and other property costs.              $  25,110  $  22,266
                                                    ========   ========

          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(3)  RELATED PARTY TRANSACTIONS - (Continued)

                                     Total Incurred by the Partnership
                                      for the Years Ended December 31

c.AEI is reimbursed for all costs and direct
  expenses incurred by it in acquiring properties
  on behalf of the Partnership.  The amounts are net
  of financing and commitment fees and expense
  reimbursements received by the Partnership from
  the lessees in the amount of $20,919 in 2001.     $      0  $   6,229
                                                     =======   ========

d.AEI is reimbursed for all costs incurred in
  connection with the sale of property.             $101,213  $  62,013
                                                    ========   ========

     The  payable  to  AEI Fund Management, Inc.  represents  the
     balance  due for the services described in 3a, b, c  and  d.
     This balance is non-interest bearing and unsecured and is to
     be paid in the normal course of business.

(4)  INVESTMENTS IN REAL ESTATE -

     The  Partnership  leases its properties to  various  tenants
     through triple net leases, which are classified as operating
     leases.  Under a triple net lease, the lessee is responsible
     for  all  real estate taxes, insurance, maintenance, repairs
     and  operating expenses of the property.  The initial  Lease
     terms  are  20  years,  except  for  the  Marie  Callender's
     restaurant  and the Children's World daycare  center,  which
     have  Lease  terms  of  15 years.  The Leases  have  renewal
     options which may extend the Lease term an additional 10  to
     20  years.   The  Leases contain clauses which  entitle  the
     Partnership  to  receive additional rent  in  future  years,
     based on stated rent increases or if gross receipts for  the
     property  exceed  certain  specified  amounts,  among  other
     conditions.

     The  Partnership's properties are commercial,  single-tenant
     buildings.   The  Rio  Bravo was  constructed  in  1984  and
     acquired in 1985.    The land for the Arby's restaurant  was
     acquired  in  1998  and construction of the  restaurant  was
     completed  in  1999.  The Marie Callender's  restaurant  was
     constructed  in  1998 and acquired in 1999.  The  Children's
     World daycare center in West Bridgewater, Massachusetts  was
     constructed in 2000 and acquired in 2001.  There  have  been
     no  costs  capitalized  as improvements  subsequent  to  the
     acquisitions.

     Effective  with  the  decision to  liquidate,  the  carrying
     amounts  of assets and liabilities were adjusted from  their
     historical bases to the amounts of cash expected from  their
     realization  and settlement.  Because of the expected  short
     liquidation period, the effects of discounting would not  be
     significant  and have been ignored.  At December  31,  2002,
     the  estimated real estate values are based upon  subsequent
     sales of the properties or estimated values based upon sales
     negotiations   in   progress  or  comparable   sales.    The
     adjustment increased Investments in Real Estate by $303,526.
     It is at least reasonably possible that the amounts expected
     to be realized in the liquidation process will change in the
     near term.

          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(4)  INVESTMENTS IN REAL ESTATE - (Continued)

     The historical cost and related accumulated depreciation and
     estimated  net  realizable  values  of  the  properties   at
     December 31, 2002 are as follows:
                                                                  Liquidation
                        __________Historical_Cost_Basis__________ ___Basis___

                                                                       Net
                                Buildings and         Accumulated  Realizable
Property                Land      Equipment    Total  Depreciation    Value

Chevy's Fresh Mex,      $ 49,251  $   86,014 $  135,265  $ 59,316 $   95,000
   (Formerly Rio Bravo)
   St. Paul, MN
Arby's Restaurant,
   Hudsonville, MI         3,568       7,790     11,358       974     10,000
Marie Callender's,
   Gresham, OR            65,078     136,714    201,792    14,811    232,000
Children's World,
   West Bridgewater, MA  115,286     854,319    969,605    33,223  1,188,000
                        --------   ---------  ---------  --------  ---------
                        $233,183  $1,084,837 $1,318,020  $108,324 $1,525,000
                        ========   =========  =========  ========  =========

     On  March  8, 2001, the Partnership purchased a 33% interest
     in a parcel of land in Austin, Texas for $373,560.  The land
     is leased to Kona Restaurant Group, Inc. (KRG) under a Lease
     Agreement with a primary term of 17 years and annual  rental
     payments  of  $39,224.  Simultaneously with the purchase  of
     the   land,  the  Partnership  entered  into  a  Development
     Financing  Agreement  under which the  Partnership  advanced
     funds  to  KRG  for  the construction of a  Johnny  Carino's
     restaurant on the site.  The Partnership charged interest on
     the  advances  at a rate of 10.5%.  On September  26,  2001,
     after the development was completed, the Lease Agreement was
     amended  to require annual rental payments of $79,452.   The
     Partnership's   share  of  the  total   acquisition   costs,
     including the cost of the land, was $749,586.

     On May 14, 2001, the Partnership purchased a 20% interest in
     a  Children's  World daycare center in Plainfield,  Illinois
     for $294,542.  The property is leased to ARAMARK Educational
     Resources, Inc. under a Lease Agreement with a primary  term
     of 15 years and annual rental payments of $28,215.

     On  October  25,  2001,  the  Partnership  purchased  a  57%
     interest  in  a  Children's World  daycare  center  in  West
     Bridgewater, Massachusetts for $1,058,890.  The property  is
     leased to ARAMARK Educational Resources, Inc. under a  Lease
     Agreement with a primary term of 15 years and annual  rental
     payments of $99,481.

     Through  December  31, 2001, the Partnership  sold  its  80%
     interest  in  the  Tractor Supply store, in  seven  separate
     transactions,  to unrelated third parties.  The  Partnership
     received  total  net  sale  proceeds  of  $1,168,207,  which
     resulted  in a total net gain of $451,162.  The  total  cost
     and  related accumulated depreciation of the interests  sold
     was $837,058 and $120,013, respectively.  For the year ended
     December 31, 2001, the net gain was $338,903.

          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(4)  INVESTMENTS IN REAL ESTATE - (Continued)

     Through December 31, 2001, the Partnership sold 58.9779%  of
     the  Arby's  restaurant, in three separate transactions,  to
     unrelated third parties.  The Partnership received total net
     sale  proceeds of $728,141, which resulted in a net gain  of
     $93,641.    The   total   cost   and   related   accumulated
     depreciation of the interests sold was $655,398 and $20,898,
     respectively.  For the year ended December 31, 2001, the net
     gain was $14,115.

     Through  December 31, 2002, the Partnership sold 87.517%  of
     the   Marie   Callender's  restaurant,  in  seven   separate
     transactions,  to unrelated third parties.  The  Partnership
     received  total  net  sale  proceeds  of  $1,605,436,  which
     resulted  in  a  net gain of $265,112.  The total  cost  and
     related  accumulated depreciation of the interests sold  was
     $1,414,741  and $74,417, respectively.  For the years  ended
     December  31,  2002 and 2001, the net gain was $150,650  and
     $114,462, respectively.

     Subsequent  to December 31, 2002, the Partnership  sold  its
     remaining   12.4830%  interest  in  the  Marie   Callender's
     restaurant  to  an unrelated third party.   The  Partnership
     received net sale proceeds of approximately $232,000,  which
     resulted in a net gain of approximately $45,000.

     In  May  2002, the Partnership sold its 33% interest in  the
     Johnny  Carino's restaurant, in three separate transactions,
     to  unrelated third parties.  The Partnership received total
     net  sale proceeds of $857,972, which resulted in a net gain
     of   $116,170.   The  total  cost  and  related  accumulated
     depreciation of the interests sold was $749,587 and  $7,785,
     respectively.

     On  June 17, 2002, the Partnership sold the Hops Grill & Bar
     restaurant  to  an unrelated third party.   The  Partnership
     received net sale proceeds of $1,062,953, which resulted  in
     a  net gain of $360,381.  At the time of sale, the cost  and
     related   accumulated  depreciation  were   $1,094,373   and
     $391,801, respectively.

     On  June  26,  2002,  the Partnership sold  4.8062%  of  the
     Children's   World  daycare  center  in  West   Bridgewater,
     Massachusetts to an unrelated third party.  The  Partnership
     received net sale proceeds of $106,531, which resulted in  a
     net  gain  of  $18,994.   The cost and  related  accumulated
     depreciation  of the interest sold was $89,285  and  $1,748,
     respectively.

     Subsequent  to  December 31, 2002, the Partnership  sold  an
     additional 11.0698% of the Children's World daycare  center,
     in  two  separate transactions, to unrelated third  parties.
     The  Partnership received net sale proceeds of approximately
     $258,000,  which  resulted in a net  gain  of  approximately
     $60,000.


          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(4)  INVESTMENTS IN REAL ESTATE - (Continued)

     In  July 2002, the Partnership entered into an agreement  to
     sell the Jack-in-the-Box restaurant in Fort Worth, Texas  to
     an  unrelated  third party.  On December 18, 2002  the  sale
     closed  with the Partnership receiving net sale proceeds  of
     $897,165, which resulted in a net gain of $224,980.  At  the
     time  of sale, the cost and related accumulated depreciation
     were $1,005,585 and $333,400, respectively.

     During  the  year  ended December 31, 2002, the  Partnership
     sold its 20% interest in the Children's World daycare center
     in  Plainfield,  Illinois, in two separate transactions,  to
     unrelated third parties.  The Partnership received net  sale
     proceeds  of  $360,564, which resulted  in  a  net  gain  of
     $72,965.    The   total   cost   and   related   accumulated
     depreciation of the interests sold was $294,542 and  $6,943,
     respectively.

     During 2002 and 2001, the Partnership distributed $4,141,414
     and $151,515 of net sale proceeds to the Limited and General
     Partners,  which represented a return of capital of  $587.68
     and  $21.34 per Limited Partnership Unit, respectively.  The
     remaining  net  sale  proceeds will be  distributed  to  the
     Partners in the future.

     The  Partnership owns a 7.6482% interest in a Chevy's  Fresh
     Mex   restaurant  and  a  1.0221%  interest  in  an   Arby's
     restaurant. The remaining interests in these properties  are
     owned  by  unrelated third parties, who own  the  properties
     with the Partnership as tenants-in-common.

     The   minimum  future  rentals  on  the  Leases  for   years
     subsequent to December 31, 2002 are as follows:

                       2003           $  123,379
                       2004              123,628
                       2005              124,352
                       2006              124,364
                       2007              125,604
                       Thereafter        997,824
                                       ---------
                                      $1,619,151
                                        ========

     In 2002 and 2001, the Partnership recognized contingent
     rents of $36,922 and $21,060, respectively.

          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(5)  MAJOR TENANTS -

     The following schedule presents rent revenue from individual
     tenants,   or  affiliated  groups  of  tenants,   who   each
     contributed more than ten percent of the Partnership's total
     rent revenue for the years ended December 31:

                                                     2002       2001
      Tenants                        Industry

     CKE Restaurants, Inc.           Restaurant     $167,402 $  156,642
     ARAMARK Educational
        Resources, Inc               Daycare         105,759        N/A
     Marie Callender Pie Shops, Inc. Restaurant       53,719    126,741
     Hops Grill & Bar, Inc.          Restaurant       43,532     92,720
                                                   ---------   --------

     Aggregate rent revenue of major tenants      $  370,412 $  376,103
                                                    ========   ========

     Aggregate rent revenue of major tenants as
     a percentage of total rent revenue                  90%        76%
                                                    ========   ========

(6) PARTNERS' CAPITAL -

     Cash  distributions of $44,477 and $5,708 were made  to  the
     General  Partners and $4,403,168 and $550,699 were  made  to
     the  Limited Partners for the years ended December 31,  2002
     and 2001, respectively.  The Limited Partners' distributions
     represent  $631.10 and $78.49 per Limited  Partnership  Unit
     outstanding using 6,977 and 7,016 weighted average Units  in
     2002  and  2001, respectively.  The distributions  represent
     $161.64 and $78.49 per Unit of Net Income and $469.46 and $-
     0-  per  Unit of return of contributed capital in  2002  and
     2001, respectively.

     As  part  of  the  Limited  Partner distributions  discussed
     above,  the Partnership distributed $4,100,000 and  $150,000
     of   proceeds  from  property  sales  in  2002   and   2001,
     respectively.    The  distributions  reduced   the   Limited
     Partners' Adjusted Capital Contributions.

     Distributions  of  Net  Cash Flow to  the  General  Partners
     during  2002  and  2001  were subordinated  to  the  Limited
     Partners  as  required in the Partnership Agreement.   As  a
     result,  99% of distributions were allocated to the  Limited
     Partners and 1% to the General Partners.

          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(6)  PARTNERS' CAPITAL - (Continued)

     The  Partnership may acquire 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.

     During  2002, the Partnership did not redeem any units  from
     the  Limited  Partners.   In  2001,  five  Limited  Partners
     redeemed  a total of 53 Partnership Units for $14,391.   The
     redemptions   increase  the  remaining   Limited   Partners'
     ownership interest in the Partnership.

     After  the  effect of redemptions and the return of  capital
     from   the   sale   of   property,  the   Adjusted   Capital
     Contribution,  as defined in the Partnership  Agreement,  is
     $274.32 per original $1,000 invested.

(7)  INCOME TAXES -

     The   following  is  a  reconciliation  of  net  income  for
     financial reporting purposes to income reported for  federal
     income tax purposes for the years ended December 31:

                                                   2002       2001

     Net Income for Financial Reporting Purposes
      Through September 23, 2002 and
      December 31, 2001, respectively          $  850,820 $  792,889

     Increase in Net Assets in Liquidation
      Before Adjustment                           566,359          0

     Distributions to Partners During the
      Liquidation Phase                           560,207          0

     Liquidation Basis of Accounting Not
      Recognized for Tax Reporting Purposes      (805,125)         0

     Depreciation for Tax Purposes
      Over Depreciation for Financial
      Reporting Purposes                              (56)    (8,605)

     Gain on Sale of Real Estate for
      Tax Purposes Over (Under) Gain for
      Financial Reporting Purposes                170,210     (4,168)
                                                ---------  ---------
           Taxable Income to Partners          $1,342,415 $  780,116
                                                 ========   ========

          AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                   DECEMBER 31, 2002 AND 2001

(7)  INCOME TAXES - (Continued)

     The  following is a reconciliation of Partners' capital  for
     financial  reporting purposes to Partners' capital  reported
     for federal income tax purposes for the years ended December
     31:

                                                2002       2001

     Partners' Capital for
      Financial Reporting Purposes           $1,878,865  $4,838,945

     Liquidation Basis of Accounting Not
      Recognized for Tax Reporting Purposes    (315,304)          0

     Adjusted Tax Basis of Investments
      In Real Estate Under Net Investments
      In Real Estate for Financial
      Reporting Purposes                         (2,621)   (172,775)

     Syndication Costs Treated as
      Reduction of Capital for
      Financial Reporting Purposes              978,377     978,377
                                              ---------   ---------
           Partners' Capital for
              Tax Reporting Purposes         $2,539,317  $5,644,547
                                               ========    ========

(8)  FAIR VALUE OF FINANCIAL INSTRUMENTS -

     The estimated fair values of the financial instruments, none
     of  which  are held for trading purposes, are as follows  at
     December 31:

                               _______2002_______  _______2001_______
                              Carrying     Fair    Carrying    Fair
                               Amount     Value     Amount    Value

     Cash                   $        0 $        0  $     90  $     90
     Money Market Funds      1,400,827  1,400,827   391,757   391,757
                             ---------  ---------   -------   -------
       Total Cash and
           Cash Equivalents $1,400,827 $1,400,827  $391,847  $391,847
                             =========  =========   =======   =======


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE.

             None.


                            PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
         PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
         ACT.

        The  registrant  is  a  limited partnership  and  has  no
officers,  directors, or direct employees.  The General  Partners
of  the  registrant are Robert P. Johnson and NLM.   The  General
Partners  manage and control the Partnership's affairs  and  have
general  responsibility and the ultimate authority in all matters
affecting the Partnership's business.  The director and  officers
of NLM are as follows:

        Robert  P.  Johnson, age 58, is Chief Executive  Officer,
President  and  Director and has held these positions  since  the
formation  of  NLM  in  November 1984, and has  been  elected  to
continue  in these positions until December 2003.  From  1970  to
the  present, he has been employed exclusively in the  investment
industry,  specializing  in  tax-advantaged  limited  partnership
investments.   In  that  capacity, he has been  involved  in  the
development,  analysis, marketing and management  of  public  and
private investment programs investing in net lease properties  as
well  as  public  and  private investment programs  investing  in
energy  development.   Since  1971,  Mr.  Johnson  has  been  the
president,  a  director  and  a  registered  principal   of   AEI
Securities,  Inc.,  which is registered with the  Securities  and
Exchange Commission as a securities broker-dealer, is a member of
the  National Association of Securities Dealers, Inc. (NASD)  and
is  a  member  of  the Security Investors Protection  Corporation
(SIPC).   Mr.  Johnson has been president,  a  director  and  the
principal shareholder of AEI Fund Management, Inc., a real estate
management  company founded by him, since 1978.  Mr.  Johnson  is
currently  a general partner or principal of the general  partner
in  fourteen limited partnerships and a managing member in  three
LLCs.

        Patrick  W.  Keene,  age 43, is Chief Financial  Officer,
Treasurer  and  Secretary  and has  held  these  positions  since
January  22,  2003  and  has been elected to  continue  in  these
positions  until December 2003.  Mr. Keene has been  employed  by
AEI  Fund  Management, Inc. and affiliated entities  since  1986.
Prior  to being elected to the positions above, he was Controller
of  the various entities.  From 1982 to 1986, Mr. Keene was  with
KPMG  Peat  Marwick  Certified Public Accountants,  first  as  an
auditor and later as a tax manager.  Mr. Keene is responsible for
all accounting functions of AFM and the registrant.

Section 16(a) Beneficial Ownership Reporting Compliance

     Under federal securities laws, the directors and officers of
the  General Partner of the Partnership, and any beneficial owner
of  more  than  10%  of  a  class of  equity  securities  of  the
Partnership,  are  required  to report  their  ownership  of  the
Partnership's equity securities and any changes in such ownership
to  the  Securities  and Exchange Commission (the  "Commission").
Specific due dates for these reports have been established by the
Commission, and the Partnership is required to disclose  in  this
Annual  Report on 10-KSB  any delinquent filing of  such  reports
and any failure to file such reports during the fiscal year ended
December  31, 2002.  Based upon information provided by  officers
and directors of the General Partner, all officers, directors and
10% owners filed all reports on a timely basis in the 2002 fiscal
year.

ITEM 10.  EXECUTIVE COMPENSATION.

        The General Partner and affiliates are reimbursed at cost
for  all  services performed on behalf of the registrant and  for
all  third party expenses paid on behalf of the registrant.   The
cost for services performed on behalf of the registrant is actual
time  spent  performing such services plus  an  overhead  burden.
These  services include organizing the registrant  and  arranging
for  the  offer  and  sale  of Units,  reviewing  properties  for
acquisition and rendering administrative, property management and
property sales services.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT.

        The following table sets forth information pertaining  to
the   ownership  of  the  Units  by  each  person  known  by  the
Partnership to beneficially own 5% or more of the Units, by  each
General  Partner, and by each officer or director of the Managing
General Partner as of February 28, 2003:

   Name and Address                            Number of     Percent
   of Beneficial Owner                        Units Held    of Class

   Net Lease Management 85-A, Inc.               14.5          *
   1300 Minnesota World Trade Center
   30 East 7th Street, St. Paul, Minnesota 55101

   Robert P. Johnson                              0            0%
   1300 Minnesota World Trade Center
   30 East 7th Street, St. Paul, Minnesota 55101

   Patrick W. Keene                              54            *
   1300 Minnesota World Trade Center
   30 East 7th Street, St. Paul, Minnesota 55101

   Mark E. Larson **                              0            0%
   1300 Minnesota World Trade Center
   30 East 7th Street, St. Paul, Minnesota 55101

*     Less than 1%
**    Mr.  Larson resigned as an officer of the Managing  General
      Partner effective February 28, 2003.

The  persons  set forth in the preceding table hold  sole  voting
power  and power of disposition with respect to all of the  Units
set forth opposite their names.  The General Partners know of  no
holders of more than 5% of the outstanding Units.

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        The  registrant,  NLM  and  its  affiliates  have  common
management and utilize the same facilities.  As a result, certain
administrative  expenses  are  allocated  among   these   related
entities.   All  of  such activities and any  other  transactions
involving the affiliates of the General Partner of the registrant
are  governed  by,  and  are conducted in  conformity  with,  the
limitations set forth in the Limited Partnership Agreement of the
registrant.   Reference  is  made to  Note  3  of  the  Financial
Statements,   as  presented,  and  is  incorporated   herein   by
reference, for details of Related Party Transactions.



                             PART IV

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K.

                   A.   Exhibits -
                                    Description

     10.1  Net  Lease Agreement dated December 17,  1998  between
     the  Partnership,  Net  Lease  Income  &  Growth  Fund  84-A
     Limited  Partnership and RTM Mid-America, Inc.  relating  to
     the  property  at  4633  32nd Avenue, Hudsonville,  Michigan
     (incorporated by reference to Exhibit 10.11 of  Form  10-KSB
     filed on March 12, 1999).

     10.2  First Amendment to Net Lease Agreement dated September
     3,  1999 between the Partnership, Net Lease Income &  Growth
     Fund  84-A  Limited  Partnership and RTM, Mid-America,  Inc.
     relating  to  the property at 4633 32nd Avenue, Hudsonville,
     Michigan (incorporated by reference to Exhibit 10.2 of  Form
     8-K filed on September 9, 1999).

     10.3   Second   Amendment  to  Net  Lease  Agreement   dated
     September 3, 1999 between the Partnership, Net Lease  Income
     &   Growth   Fund   84-A   Limited  Partnership   and   RTM,
     Mid-America,  Inc.  relating to the property  at  4633  32nd
     Avenue, Hudsonville, Michigan (incorporated by reference  to
     Exhibit 10.5 of Form 10-QSB filed on November 8, 1999).

     10.4  Net  Lease Agreement dated September 28, 1999  between
     the   Partnership  and  Marie  Callender  Pie  Shops,   Inc.
     relating  to  the  property  at 305  N.E.  Burnside  Street,
     Gresham,  Oregon (incorporated by reference to Exhibit  10.4
     of Form 8-K filed on October 1, 1999).

     10.5  Purchase  and  Sale Agreement and Escrow  Instructions
     dated  March 27, 2001 between the Partnership, AEI Income  &
     Growth Fund XXII Limited Partnership, AEI Private Net  Lease
     Millennium  Fund Limited Partnership and ARAMARK Educational
     Resources,  Inc. relating to the property at 15950  Fredrick
     Drive,  Plainfield, Illinois (incorporated by  reference  to
     Exhibit 10.1 of Form 10-QSB filed on May 10, 2001).

     10.6  Development Financing Agreement dated  March  8,  2001
     between the Partnership, AEI Net Lease Income & Growth  Fund
     XX  Limited  Partnership,  AEI  Income  &  Growth  Fund  XXI
     Limited  Partnership, AEI Income & Growth Fund  23  LLC  and
     Kona  Restaurant  Group, Inc. relating to  the  property  at
     5601  Brodie Lane, Austin, Texas (incorporated by  reference
     to Exhibit 10.1 of Form 10-QSB filed on August 7, 2001).

     10.7  Net  Lease Agreement dated March 8, 2001  between  the
     Partnership, AEI Net Lease Income & Growth Fund  XX  Limited
     Partnership,   AEI   Income  &  Growth  Fund   XXI   Limited
     Partnership,  AEI  Income & Growth  Fund  23  LLC  and  Kona
     Restaurant  Group,  Inc. relating to the  property  at  5601
     Brodie  Lane,  Austin, Texas (incorporated by  reference  to
     Exhibit 10.2 of Form 10-QSB filed on August 7, 2001).

     10.8  Purchase  Agreement  dated May  8,  2001  between  the
     Partnership,  AEI  Real Estate Fund XV  Limited  Partnership
     and  Donald  B. and Sue D. Wood relating to the property  at
     1800   Lamar   Alexander   Parkway,   Maryville,   Tennessee
     (incorporated  by reference to Exhibit 10.3 of  Form  10-QSB
     filed on August 7, 2001).

     10.9  Purchase  Agreement  dated May  8,  2001  between  the
     Partnership  and Donald B. and Sue D. Wood relating  to  the
     property  at  305  N.E.  Burnside  Street,  Gresham,  Oregon
     (incorporated  by reference to Exhibit 10.4 of  Form  10-QSB
     filed on August 7, 2001).

     10.10      Net  Lease Agreement dated May 14,  2001  between
     the  Partnership,  AEI  Income & Growth  Fund  XXII  Limited
     Partnership,  AEI Private Net Lease Millennium Fund  Limited
     Partnership   and   ARAMARK  Educational   Resources,   Inc.
     relating   to   the   property  at  15950  Fredrick   Drive,
     Plainfield, Illinois (incorporated by reference  to  Exhibit
     10.5 of Form 10-QSB filed on August 7, 2001).

     10.11     Purchase Agreement dated May 17, 2001 between  the
     Partnership,  AEI  Real Estate Fund XV  Limited  Partnership
     and  Walter  L.  Schrock relating to the  property  at  1800
     Lamar  Alexander Parkway, Maryville, Tennessee (incorporated
     by  reference to Exhibit 10.6 of Form 10-QSB filed on August
     7, 2001).

     10.12      Purchase  Agreement dated June 26,  2001  between
     the  Partnership and David Louis Cruickshank relating to the
     property  at  305  N.E.  Burnside  Street,  Gresham,  Oregon
     (incorporated  by reference to Exhibit 10.8 of  Form  10-QSB
     filed on August 7, 2001).

     10.13      Purchase Agreement dated August 14, 2001  between
     the  Partnership  and Munkberg Farms Inc.  relating  to  the
     property   at  1800  Lamar  Alexander  Parkway,   Maryville,
     Tennessee  (incorporated by reference  to  Exhibit  10.1  of
     Form 10-QSB filed on October 26, 2001).

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

                  A.   Exhibits -
                                   Description

     10.14      First  Amendment  to Net  Lease  Agreement  dated
     September  26, 2001 between the Partnership, AEI  Net  Lease
     Income  &  Growth Fund XX Limited Partnership, AEI Income  &
     Growth  Fund  23 LLC, AEI Income & Growth Fund  XXI  Limited
     Partnership and Kona Restaurant Group, Inc. relating to  the
     property  at  5601 Brodie Lane, Austin, Texas  (incorporated
     by  reference  to  Exhibit  10.2 of  Form  10-QSB  filed  on
     October 26, 2001).

     10.15      Assignment of Purchase and Sale  Agreement  dated
     October  2,  2001  between  the  Partnership  and  AEI  Fund
     Management,  Inc.  relating to  the  property  at  393  West
     Center     Street,    West    Bridgewater,     Massachusetts
     (incorporated  by reference to Exhibit 10.3 of  Form  10-QSB
     filed on October 26, 2001).

     10.16      Net  Lease  Agreement dated  September  27,  2000
     between  NNN-CW,  L.P.  and ARAMARK  Educational  Resources,
     Inc.  relating  to the property at 393 West  Center  Street,
     West  Bridgewater, Massachusetts (incorporated by  reference
     to Exhibit 10.4 of Form 10-QSB filed on October 26, 2001).

     10.17      Assignment and Assumption of Lease dated  October
     25,  2001 between the Partnership, AEI Fund Management XVII,
     Inc.  and NNN-CW, L.P. relating to the property at 393  West
     Center     Street,    West    Bridgewater,     Massachusetts
     (incorporated  by reference to Exhibit 10.5 of  Form  10-QSB
     filed on October 26, 2001).

     10.18      Purchase Agreement dated October 10, 2001 between
     the  Partnership and George W. Dyar relating to the property
     at  305  N.E. Burnside Street, Gresham, Oregon (incorporated
     by  reference to Exhibit 10.32 of Form 10-KSB filed on March
     8, 2002).

     10.19      Purchase Agreement dated November 7, 2001 between
     the  Partnership  and Albert and Vivian Martin  relating  to
     the  property  at  1800 Lamar Alexander Parkway,  Maryville,
     Tennessee  (incorporated by reference to  Exhibit  10.34  of
     Form 10-KSB filed on March 8, 2002).

     10.20      First Amendment to Lease dated December 19, 2001,
     between  the Partnership and Hops Grill & Bar, Inc. relating
     to  the  property  at 33086 U.S. Highway 19N,  Palm  Harbor,
     Florida (incorporated by reference to Exhibit 10.35 of  Form
     10-KSB filed on March 8, 2002).

     10.21      Purchase Agreement dated May 6, 2002 between  the
     Partnership and Schmitz Development Company relating to  the
     property  at  33086  U.S Highway 19,  Palm  Harbor,  Florida
     (incorporated  by  reference to Exhibit  10.1  of  Form  8-K
     filed on June 17, 2002).

     10.22      Purchase and Sale Agreement dated July  12.  2002
     between  the Partnership and Randall K. Gonzalez as  Trustee
     for  a  to be formed Texas L.P. relating to the property  at
     3459  Alta  Mesa  Blvd., Fort Worth, Texas (incorporated  by
     reference  to Exhibit 10.1 of Form 10-QSB filed on  November
     1, 2002.)

     99.1  Certification  of Chief Executive Officer  of  General
     Partner  pursuant  to Section 906 of the Sarbanes-Oxley  Act
     of 2002.

     99.2  Certification  of Chief Financial Officer  of  General
     Partner  pursuant  to Section 906 of the Sarbanes-Oxley  Act
     of 2002.

                      B.   Reports on Form 8-K -    During
                           the  quarter ended December 31,  2002,
                           the   Partnership  filed  a  Form  8-K
                           dated  December  23,  2002,  reporting
                           the    sale   of   a   Jack-in-the-Box
                           restaurant in Fort Worth, Texas.

ITEM 14. CONTROLS AND PROCEDURES.

       (a) Evaluation of disclosure controls and procedures

        Under  the  supervision  and with  the  participation  of
management, including its President and Chief Financial  Officer,
the  Managing  General Partner of the Partnership  evaluated  the
effectiveness  of  the  design and operation  of  its  disclosure
controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under  the Exchange Act) related to the Partnership as of a  date
(the  "Evaluation Date") within 90 days prior to the filing  date
of  this  report.  Based upon that evaluation, the President  and
Chief Financial Officer of the Managing General Partner concluded
that,  as  of  the Evaluation Date, the disclosure  controls  and
procedures are effective in timely alerting them to the  material
information  relating to the Partnership required to be  included
in periodic SEC filings.

       (b)  Changes in internal controls

         There   were   no  significant  changes  made   in   the
Partnership's internal controls during the period covered by this
report or, to the Managing General Partner's knowledge, in  other
factors that could significantly affect these controls subsequent
to the date of their evaluation.

                           SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) 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.

                               AEI REAL ESTATE FUND 85-A
                               Limited Partnership
                               By:  Net Lease Management 85-A, Inc.
                                  Its Managing General Partner


March 31, 2003                 By: /s/ Robert P. Johnson
                                   Robert P. Johnson, President and Director
                                   (Principal Executive Officer)


        Pursuant  to the requirements of the Securities  Exchange
Act  of  1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and  on
the dates indicated.

 Name                            Title                  Date


/s/ Robert P. Johnson  President (Principal  Executive Officer) March 31, 2003
Robert P. Johnson      and Sole Director of Managing General
                       Partner

/s/ Patrick W. Keene   Chief Financial  Officer and Treasurer   March 31, 2003
Patrick W. Keene       (Principal Accounting Officer)

                         CERTIFICATIONS

I, Robert P. Johnson, certify that:

1.  I have reviewed this annual report on Form 10-KSB of AEI Real
Estate Fund 85-A Limited Partnership;

2. Based on my knowledge, this annual report does not contain any
untrue  statement of a material fact or omit to state a  material
fact  necessary  to make the statements made,  in  light  of  the
circumstances  under  which  such  statements  were   made,   not
misleading  with  respect to the period covered  by  this  annual
report;

3.  Based  on my knowledge; the financial statements,  and  other
financial  information  included in this  annual  report,  fairly
present in all material respects the financial condition, results
of  operations and cash flows of the registrant as of,  and  for,
the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and  I   are
responsible for establishing and maintaining disclosure  controls
and  procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have;

       a)   designed  such disclosure controls and procedures  to
ensure  that  material information relating  to  the  registrant,
including its consolidated subsidiaries, is made known to  us  by
others  within those entities, particularly during the period  in
which this annual report is being prepared;

       b)   evaluated  the  effectiveness  of  the  registrant's
disclosure  controls and procedures as of a date within  90  days
prior  to  the filing date of this annual report (the "Evaluation
Date"); and

       c)   presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5.   The  registrant's  other  certifying  officers  and  I  have
disclosed,   based  on  our  most  recent  evaluation,   to   the
registrant's  auditors  and the audit committee  of  registrant's
board   of   directors  (or  persons  performing  the  equivalent
functions):

       a)  all significant deficiencies in the design or operation
of   internal   controls   which  could  adversely   affect   the
registrant's  ability  to record, process, summarize  and  report
financial data and have identified for the registrant's  auditors
any material weaknesses in internal controls; and

       b)   any  fraud,  whether or not material,  that  involves
management or other employees who have a significant role in  the
registrant's internal controls; and

6.   The  registrant's  other  certifying  officers  and  I  have
indicated  in  this annual report whether there were  significant
changes  in  internal  controls or in other  factors  that  could
significantly affect internal controls subsequent to the date  of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Dated:  March 31, 2003           /s/ Robert P. Johnson
                                 Robert P. Johnson, President
                                 Net Lease Management 85-A, Inc.
                                 Managing General Partner

                         CERTIFICATIONS

I, Patrick W. Keene, certify that:

1.  I have reviewed this annual report on Form 10-KSB of AEI Real
Estate Fund 85-A Limited Partnership;

2. Based on my knowledge, this annual report does not contain any
untrue  statement of a material fact or omit to state a  material
fact  necessary  to make the statements made,  in  light  of  the
circumstances  under  which  such  statements  were   made,   not
misleading  with  respect to the period covered  by  this  annual
report;

3.  Based  on my knowledge; the financial statements,  and  other
financial  information  included in this  annual  report,  fairly
present in all material respects the financial condition, results
of  operations and cash flows of the registrant as of,  and  for,
the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and  I   are
responsible for establishing and maintaining disclosure  controls
and  procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have;

       a)   designed  such disclosure controls and procedures  to
ensure  that  material information relating  to  the  registrant,
including its consolidated subsidiaries, is made known to  us  by
others  within those entities, particularly during the period  in
which this annual report is being prepared;

       b)   evaluated  the  effectiveness  of  the  registrant's
disclosure  controls and procedures as of a date within  90  days
prior  to  the filing date of this annual report (the "Evaluation
Date"); and

       c)   presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5.   The  registrant's  other  certifying  officers  and  I  have
disclosed,   based  on  our  most  recent  evaluation,   to   the
registrant's  auditors  and the audit committee  of  registrant's
board   of   directors  (or  persons  performing  the  equivalent
functions):

       a)  all significant deficiencies in the design or operation
of   internal   controls   which  could  adversely   affect   the
registrant's  ability  to record, process, summarize  and  report
financial data and have identified for the registrant's  auditors
any material weaknesses in internal controls; and

       b)   any  fraud,  whether or not material,  that  involves
management or other employees who have a significant role in  the
registrant's internal controls; and

6.   The  registrant's  other  certifying  officers  and  I  have
indicated  in  this annual report whether there were  significant
changes  in  internal  controls or in other  factors  that  could
significantly affect internal controls subsequent to the date  of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Dated:  March 31, 2003
                                 /s/ Patrick W. Keene
                                 Patrick W. Keene, Chief Financial Officer
                                 Net Lease Management 85-A, Inc.
                                 Managing General Partner