PROPERTY CO-TENANCY
                       OWNERSHIP AGREEMENT
                    (Rio Bravo-St. Paul, MN)
                                
                                
THIS CO-TENANCY AGREEMENT,

Made  and  entered into as of the 25th day of Nov, 1998,  by  and
between  Joan  G. Cairns (hereinafter called "Cairns"),  and  AEI
Real  Estate  Fund  85-A Limited Partnership (hereinafter  called
"Fund 85-A") (Cairns, Fund 85-A (and any other Owner in Fee where
the   context   so   indicates)   being   hereinafter   sometimes
collectively  called "Co-Tenants" and referred to in  the  neuter
gender).

WITNESSETH:

WHEREAS,  Fund 85-A presently owns an undivided 7.6482%  interest
in  and  to,  and  Cairns  presently owns  an  undivided  7.4961%
interest  in  and  to,  and Jean A. Morrison  presently  owns  an
undivided  11.5653% interest in and to, and  Jack  S.  Obata  and
Atsuka  Obata, Trustees of the Jack S. and Atsuka Obata Revocable
Trust  presently owns an undivided 16.0589% interest in  and  to,
and  Tom  S.  Obata,  Trustee  of  That  Certain  "Living  Trust"
presently owns an undivided 16.0589% interest in and to, and W.E.
Mason  and  Hazel  Mason,  Trustees of  the  Mason  Living  Trust
presently  owns  an undivided 12.5821% interest in  and  to,  and
Marvin  L. Webb Family Trust presently owns an undivided 17.1199%
interest  in  and  to, and Nick DeVito, Inc.  presently  owns  an
undivided 11.4706% interest in and to the land, situated  in  the
City  of  St.  Paul, County of Ramsey, and State of MN,  (legally
described upon Exhibit A attached hereto and hereby made  a  part
hereof)   and   in  and  to  the  improvements  located   thereon
(hereinafter called "Premises");

WHEREAS,  The  parties  hereto wish to provide  for  the  orderly
operation and management of the Premises and Cairn's interest  by
Fund  85-A;  the continued leasing of space within the  Premises;
for  the distribution of income from and the pro-rata sharing  in
expenses of the Premises.

NOW  THEREFORE, in consideration of the purchase by Cairns of  an
undivided  interest  in and to the Premises,  for  at  least  One
Dollar  ($1.00) and other good and valuable consideration by  the
parties  hereto  to  one another in hand paid,  the  receipt  and
sufficiency of which are hereby acknowledged, and of  the  mutual
covenants and agreements herein contained, it is hereby agreed by
and between the parties hereto, as follows:

1.    The  operation  and  management of the  Premises  shall  be
delegated  to  Fund 85-A, or its designated agent, successors  or
assigns.  Provided, however, if Fund 85-A shall sell all  of  its
interest in the Premises, the duties and obligations of Fund 85-A
respecting  management  of  the Premises  as  set  forth  herein,
including but not limited to paragraphs 2, 3, and 4 hereof, shall
be exercised by the holder or holders of a majority undivided co-
tenancy interest in the Premises. Except as hereinafter expressly
provided to the contrary, each of the parties hereto agrees to be
bound  by  the  decisions  of  Fund  85-A  with  respect  to  all
administrative,  operational  and  management  matters   of   the
property  comprising the Premises, including but not  limited  to
the  management of the net lease agreement  for the Premises. The
parties  hereto  hereby designate Fund 85-A  as  their  sole  and
exclusive  agent  to deal with, and Fund 85-A  retains  the  sole
right to deal with, any property agent or tenant and to negotiate
and  enter into, on terms and provisions satisfactory to Fund 85-
A,  monitor,  execute and enforce the terms of  leases  of  space
within the Premises, including but not limited to any amendments,
consents  to  assignment, sublet, releases  or  modifications  to
leases  or  guarantees  of  lease  or  easements  affecting   the
Premises,  on  behalf of Cairns. As long as  Fund  85-A  owns  an
interest in the Premises, only Fund 85-A may obligate Cairns with
respect to any expense for the Premises.


Co-Tenant Initial:
Co-Tenancy Agreement for Rio-Bravo-St. Paul, MN


As  further set forth in paragraph 2 hereof, Fund 85-A agrees  to
require  any lessee of the Premises to name Cairns as an  insured
or  additional insured in all insurance policies provided for, or
contemplated by, any lease on the Premises. Fund 85-A  shall  use
its best efforts to obtain endorsements adding Co-Tenants to said
policies  from  lessee  within 30 days of  commencement  of  this
agreement. In any event, Fund 85-A shall distribute any insurance
proceeds it may receive, to the extent consistent with any  lease
on  the  Premises,  to  the Co-Tenants  in  proportion  to  their
respective ownership of the Premises.

2.    Income and expenses shall be allocated among the Co-Tenants
in  proportion to their respective share(s) of ownership.  Shares
of  net income shall be pro-rated for any partial calendar  years
included within the term of this Agreement. Fund 85-A may  offset
against, pay to itself and deduct from any payment due to  Cairns
under  this  Agreement,  and may pay  to  itself  the  amount  of
Cairns's  share of any reasonable expenses of the Premises  which
are  not  paid by Cairns to Fund 85-A or its assigns, within  ten
(10)  days  after  demand by Fund 85-A. In  the  event  there  is
insufficient  operating  income from  which  to  deduct  Cairns's
unpaid share of operating expenses, Fund 85-A may pursue any  and
all legal remedies for collection.

Operating  Expenses  shall include all normal operating  expense,
including  but not limited to: maintenance, utilities,  supplies,
labor, management, advertising and promotional expenses, salaries
and wages of rental and management personnel, leasing commissions
to  third  parties, a monthly accrual to pay insurance  premiums,
real  estate taxes, installments of special assessments  and  for
structural repairs and replacements, management fees, legal  fees
and accounting fees, but excluding all operating expenses paid by
tenant under terms of any lease agreement of the Premises.

Cairns  has  no requirement to, but has, nonetheless  elected  to
retain, and agrees to annually reimburse, Fund 85-A in the amount
of  $383 for the expenses, direct and indirect, incurred by  Fund
85-A   in   providing  Cairns  with  quarterly   accounting   and
distributions  of Cairns's share of net income and for  tracking,
reporting  and  assessing the calculation of  Cairns's  share  of
operating  expenses  incurred from  the  Premises.  This  invoice
amount shall be pro-rated for partial years and Cairns authorizes
Fund  85-A  to deduct such amount from Cairns's share of  revenue
from  the Premises. Cairns may terminate this agreement  in  this
paragraph respecting accounting and distributions at any time and
attempt  to collect its share of rental income directly from  the
tenant; however, enforcement of all other provisions of the lease
remains the sole right of Fund 85-A pursuant to Section 1 hereof.
Fund  85-A may terminate its obligation under this paragraph upon
30  days  notice  to Cairns prior to the end of each  anniversary
hereof, unless agreed in writing to the contrary.

3.    Full, accurate and complete books of account shall be  kept
in  accordance  with generally accepted accounting principles  at
Fund  85-A's  principal  office, and each  Co-Tenant  shall  have
access  to  such books and may inspect and copy any part  thereof
during  normal business hours. Within ninety (90) days after  the
end of each calendar year during the term hereof, Fund 85-A shall
prepare  an  accurate income statement for the ownership  of  the
Premises for said calendar year and shall furnish copies  of  the
same to all Co-Tenants. Quarterly, as its share, Cairns shall  be
entitled  to  receive 7.4961% of all items of income and  expense
generated  by the Premises.  Upon receipt of said accounting,  if
the   payments  received  by  each  Co-Tenant  pursuant  to  this
Paragraph  3  do not equal, in the aggregate, the  amounts  which
each  are  entitled  to  receive proportional  to  its  share  of
ownership  with  respect  to  said  calendar  year  pursuant   to
Paragraph  2 hereof, an appropriate adjustment shall be  made  so
that each Co-Tenant receives the amount to which it is entitled.

4.    If  Net Income from the Premises is less than $0.00  (i.e.,
the  Premises  operates  at a loss), or if capital  improvements,
repairs, and/or replacements, for which adequate reserves do not


Co-Tenant Initial: /s/ JC
Co-Tenancy Agreement for Rio-Bravo-St. Paul, MN



exist,  need  to  be made to the Premises, the  Co-Tenants,  upon
receipt  of  a  written request therefor from Fund  85-A,  shall,
within  fifteen (15) business days after receipt of notice,  make
payment to Fund 85-A sufficient to pay said net operating  losses
and  to provide necessary operating capital for the premises  and
to   pay   for   said   capital  improvements,   repairs   and/or
replacements, all in proportion to their undivided  interests  in
and to the Premises.

5.    Co-Tenants  may, at any time, sell, finance,  or  otherwise
create  a lien upon their interest in the Premises but only  upon
their  interest  and not upon any part of the interest  held,  or
owned, by any other Co-Tenant.  All Co-Tenants reserve the  right
to escrow proceeds from a sale of their interests in the Premises
to obtain tax deferral by the purchase of replacement property.

6.    If any Co-Tenant shall be in default with respect to any of
its  obligations hereunder, and if said default is not  corrected
within  thirty  (30)  days after receipt by said  defaulting  Co-
Tenant  of written notice of said default, or within a reasonable
period  if  said default does not consist solely of a failure  to
pay money, the remaining Co-Tenant(s) may resort to any available
remedy to cure said default at law, in equity, or by statute.

7.    This Co-Tenancy agreement shall continue in full force  and
effect  and shall bind and inure to the benefit of the  Co-Tenant
and  their respective heirs, executors, administrators,  personal
representatives, successors and permitted assigns until  December
31,  2026  or upon the sale of the entire Premises in  accordance
with  the  terms hereof and proper disbursement of  the  proceeds
thereof,   whichever  shall  first  occur.   Unless  specifically
identified  as  a  personal contract right or obligation  herein,
this  agreement shall run with any interest in the  Property  and
with  the  title thereto. Once any person, party  or  entity  has
ceased  to  have an interest in fee in any portion of the  Entire
Property,  it  shall not be bound by, subject to or benefit  from
the  terms  hereof;  but  its  heirs, executors,  administrators,
personal representatives, successors or assigns, as the case  may
be, shall be substituted for it hereunder.

8.    Any notice or election required or permitted to be given or
served by any party hereto to, or upon any other, shall be  given
to  all known Co-Tenants and deemed given or served in accordance
with  the  provisions  of  this  Agreement,  if  said  notice  or
elections addressed as follows;

If to Fund 85-A:

AEI Real Estate Fund 85-A Limited Partnership
1300 Minnesota World Trade Center
30 E. Seventh Street
St. Paul, Minnesota  55101

If to Cairns:

Joan G. Cairns
24600 SW Ladd Hill Road
Sherwood, OR  97140

If to Morrison:

Jean A. Morrison
11368 Thurston Place
Los Angeles, CA  90049






Co-Tenant Initial: /s/ JC
Co-Tenancy Agreement for Rio-Bravo-St. Paul, MN

If to Obata:

Jack S. and Atsuko Obata, Trustees
740 Eschenburg
Gilroy, CA  95020

If to Obata:

Tom S. Obata, Trustee
2395 Ric Drive
Unit B
Gilroy, CA  95020

If to Mason:

Mason Living Trust
136 Baltusrol Road
Franklin, TN  37069

If to Webb

Marvin L. Webb Family Trust
3306 Palmetto Trail
Amarillo, TX  79106

If to DeVito:

Vito DeVito Francesco
P.O. Box 591
Ontario, CA  91762

Each mailed notice or election shall be deemed to have been given
to,  or served upon, the party to which addressed on the date the
same  is  deposited in the United States certified  mail,  return
receipt  requested,  postage prepaid, or given  to  a  nationally
recognized  courier  service guaranteeing overnight  delivery  as
properly addressed in the manner above provided. Any party hereto
may  change  its address for the service of notice  hereunder  by
delivering  written notice of said change to  the  other  parties
hereunder, in the manner above specified, at least ten (10)  days
prior to the effective date of said change.

9.    This  Agreement shall not create any partnership  or  joint
venture  among or between the Co-Tenants or any of them, and  the
only  relationship  among  and between the  Co-Tenants  hereunder
shall  be  that  of owners of the premises as tenants  in  common
subject to the terms hereof.

10.    The  unenforceability or invalidity of  any  provision  or
provisions  of  this Agreement as to any person or  circumstances
shall  not render that provision, nor any other provision hereof,
unenforceable or invalid as to any other person or circumstances,
and  all  provisions hereof, in all other respects, shall  remain
valid and enforceable.

11.   In  the  event  any litigation arises between  the  parties
hereto  relating  to  this Agreement, or any  of  the  provisions
hereof, the party prevailing in such action shall be entitled  to
receive  from the losing party, in addition to all other  relief,
remedies  and  damages  to  which it is otherwise  entitled,  all
reasonable  costs  and expenses, including reasonable  attorneys'
fees,  incurred by the prevailing party in connection  with  said
litigation.



Co-Tenant Initial: /s/ JC
Co-Tenancy Agreement for Rio-Bravo-St. Paul, MN


IN WITNESS WHEREOF, The parties hereto have caused this Agreement
to be executed and delivered, as of the day and year first above
                            written.

CAIRNS    JOAN G. CAIRNS

          By: /s/ Joan G Carins
                  Joan G. Cairns

STATE OF OREGON)
                              ) ss
COUNTY OF MULTNOMAH)

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify there appeared before me this 19 day of November,
1998,  Joan  G. Cairns, who executed the foregoing instrument  in
said capacity.

                                   [Notary seal]


                              /S/ Fred C Scheller
                                   Notary Public






Co-Tenant Initial: /s /JC
Co-Tenancy Agreement for Rio Bravo-St. Paul, MN

Fund 85-A  AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP, 
           a Minnesota limited partnership

           By: Net Lease Management 85-A,  Inc.,  
               its corporate general partner

           By: /s/ Robert P Johnson
                   Robert P. Johnson, President

State of Minnesota )
                                   ) ss.
County of Ramsey  )

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify there appeared before me this 25th  day  of  Nov,
1998,  Robert P. Johnson, President of Net Lease Management 85-A,
Inc.,  corporate  general partner of AEI Real  Estate  Fund  85-A
Limited Partnership who executed the foregoing instrument in said
capacity  and  on  behalf of the corporation in its  capacity  as
corporate general partner, on behalf of said limited partnership.

                              /s/ Laura M Steidl
                                   Notary Public

[notary seal]







Co-Tenant Initial: /s /JC
Co-Tenancy Agreement for Rio Bravo-St. Paul, MN








                              EXHIBIT "A"
     
     Those  parts of Lots 5,6 and 7 and Lots B, I and J,  all  in
     Bohn's  Rearrangement,  St. Paul, Minn.,  according  to  the
     recorded  Partnership  thereof,  Ramsey  County,  Minnesota,
     described as beginning at the Northwest corner of  the  East
     10.00  feet  of said Lot 5; thence on an assumed bearing  of
     South, along the West line of said East 10.00 feet of Lot 5,
     a  distance of 336.83 feet, thence on a bearing  of  West  a
     distance  of  281.00 feet; thence on a bearing  of  South  a
     distance  of 178.96 feet to the Northerly right-of-way  line
     of  Interstate  Highway No. 94; thence South 89  degrees  53
     minutes  38  seconds West along said Northerly  right-of-way
     line  of Interstate Highway No. 94 a distance of 20.00 feet;
     thence  on  a  bearing of North a distance of  153.00  feet;
     thence on a bearing of West a distance of 182.64 feet  to  a
     line  of 135.00 feet Easterly of and parallel with the  most
     Westerly  line  of said  Lot 6 and its Northerly  extension;
     thence North 0 degrees 02 minutes 00 seconds East along said
     parallel line a distance of 79.54 feet, to the Northwesterly
     line  of  said  Lot  65;  thence  Northeasterly,  along  the
     Northwesterly lines of said Lots 6, I, J and 5 to the  point
     of beginning.
     
     Except the following described parcel:
     
     That  part of Lot 5, Bohn's Rearrangement, St. Paul,  Minn.,
     according to the plat thereof described as follows:
     
          Beginning at the Northeast corner of said Lot 5; thence
     on  an  assumed  bearing of South 0 degrees  06  minutes  40
     seconds  East, along the East line of said Lot 5, a distance
     of 13.16 feet; thence South 89 degrees 53 minutes 20 seconds
     West a distance of 26.46 feet, to the Northwesterly line  of
     said  Lot  5; thence Northeasterly, along said Northwesterly
     line  a  distance  of 29.55 feet to the point  of  beginning
     except the East 10 feet thereof.