SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                           FORM 10-QSB
                                
           Quarterly Report Under Section 13 or 15(d)
             of The Securities Exchange Act of 1934
                                
             For the Quarter Ended:  March 31, 1999
                                
                Commission file number:  0-29274
                                
                                
           AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
(Exact Name of Small Business Issuer as Specified in its Charter)


      State of Minnesota                   41-1789725
(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)
                                
                                
                         Not Applicable
 (Former name, former address and former fiscal year, if changed
                       since last report)
                                
Check  whether  the issuer (1) filed all reports required  to  be
filed  by Section 13 or 15(d) of the Securities Exchange  Act  of
1934  during the preceding 12 months (or for such shorter  period
that  the registrant was required to file such reports), and  (2)
has  been  subject to such filing requirements for  the  past  90
days.

                       Yes   [X]       No
                                
         Transitional Small Business Disclosure Format:
                                
                       Yes             No   [X]
                                
                                
                                
                                
        AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
                                
                                
                              INDEX
                                
                                
                                                    

PART I. Financial Information

 Item 1. Balance Sheet as of March 31, 1999 and December  31, 1998    

         Statements for the Periods ended March 31, 1999 and 1998:

            Income                                     

            Cash Flows                                 

            Changes in Partners' Capital               

         Notes to Financial Statements               

 Item 2. Management's Discussion and Analysis    

PART II. Other Information

 Item 1. Legal Proceedings                          

 Item 2. Changes in Securities                      

 Item 3. Defaults Upon Senior Securities            

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

 Item 5. Other Information                         

 Item 6. Exhibits and Reports on Form 8-K           

<PAGE>                                
        AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP

                          BALANCE SHEET
                                
              MARCH 31, 1999 AND DECEMBER 31, 1998
                                
                           (Unaudited)
                                
                             ASSETS
                                
                                                      1999          1998

CURRENT ASSETS:
  Cash and Cash Equivalents                      $   296,601   $   557,646
  Receivables                                              0        16,052
                                                  -----------   -----------
      Total Current Assets                           296,601       573,698
                                                  -----------   -----------
INVESTMENTS IN REAL ESTATE:
  Land                                             6,957,341     6,921,884
  Buildings and Equipment                         11,836,244    11,350,021
  Construction in Progress                                 0       289,014
  Property Acquisition Costs                               0        10,782
  Accumulated Depreciation                          (946,306)     (816,805)
                                                  -----------   -----------
      Net Investments in Real Estate              17,847,279    17,754,896
                                                  -----------   -----------
           Total  Assets                         $18,143,880   $18,328,594
                                                  ===========   ===========


                      LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.           $    26,297   $    54,136
  Distributions Payable                              420,822       451,171
  Unearned Rent                                       24,431             0
                                                  -----------   -----------
      Total Current Liabilities                      471,550       505,307
                                                  -----------   -----------
PARTNERS' CAPITAL (DEFICIT):
  General Partners                                   (32,462)      (30,953)
  Limited Partners, $1,000 Unit Value;
   24,000 Units authorized and issued;
   23,829 Units outstanding                       17,704,792    17,854,240
                                                  -----------   -----------
      Total Partners' Capital                     17,672,330    17,823,287
                                                  -----------   -----------
        Total Liabilities and Partners' Capital  $18,143,880   $18,328,594
                                                  ===========   ===========
                                
                                
                                
 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</PAGE>
<PAGE>
        AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
                                
                       STATEMENT OF INCOME
                                
                 FOR THE PERIODS ENDED MARCH 31
                                
                           (Unaudited)
                                
                                                      1999           1998
 
INCOME:
   Rent                                           $   480,265    $   380,054
   Investment Income                                    5,085         72,433
                                                   -----------    -----------
        Total Income                                  485,350        452,487
                                                   -----------    -----------

EXPENSES:
   Partnership  Administration - Affiliates            57,446         66,660
   Partnership Administration and Property
      Management - Unrelated Parties                   25,131         34,032
   Depreciation                                       129,501         92,821
                                                   -----------    -----------
        Total Expenses                                212,078        193,513
                                                   -----------    -----------

OPERATING INCOME                                      273,272        258,974

GAIN ON SALE OF REAL ESTATE                                 0        169,937
                                                   -----------    -----------
NET INCOME                                        $   273,272    $   428,911
                                                   ===========    ===========

NET INCOME ALLOCATED:
   General Partners                               $     2,733    $     4,289
   Limited Partners                                   270,539        424,622
                                                   -----------    -----------
                                                  $   273,272    $   428,911
                                                   ===========    ===========

NET INCOME PER LIMITED PARTNERSHIP UNIT
  (23,829 weighted average Units
   outstanding in 1999 and 1998)                  $     11.35    $     17.82
                                                   ===========    ===========


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

        AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
                                
                     STATEMENT OF CASH FLOWS
                                
                 FOR THE PERIODS ENDED MARCH 31
                                
                           (Unaudited)
                                
                                                         1999           1998

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income                                       $   273,272    $   428,911

   Adjustments to Reconcile Net Income to Net Cash
   Provided by Operating Activities:
     Depreciation                                       129,501         92,821
     Gain on Sale of Real Estate                              0       (169,937)
     Decrease in Receivables                             16,052         89,973
     Increase (Decrease) in Payable to
        AEI Fund Management, Inc.                       (27,839)         7,057
     Increase in Unearned Rent                           24,431         44,201
                                                     -----------    -----------
        Total Adjustments                               142,145         64,115
                                                     -----------    -----------
        Net Cash Provided By
        Operating Activities                            415,417        493,026
                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Investments in Real Estate                          (221,884)      (978,248)
   Proceeds from Sale of Real Estate                          0        635,663
                                                     -----------    -----------
        Net Cash Used For
        Investing Activities                           (221,884)      (342,585)
                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Increase (Decrease)in Distributions Payable          (30,349)       156,409
   Distributions to Partners                           (424,229)      (484,849)
                                                     -----------    -----------
        Net Cash Used For
        Financing Activities                           (454,578)      (328,440)
                                                     -----------    -----------
NET DECREASE IN CASH
   AND CASH EQUIVALENTS                                (261,045)      (177,999)

CASH AND CASH EQUIVALENTS, beginning of period          557,646      2,506,790
                                                     -----------    -----------
CASH AND CASH EQUIVALENTS, end of period            $   296,601    $ 2,328,791
                                                     ===========    ===========


 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</PAGE>
<PAGE>
                                
        AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
                                
            STATEMENT OF CHANGES IN PARTNERS' CAPITAL
                                
                 FOR THE PERIODS ENDED MARCH 31
                                
                           (Unaudited)

                                                                     Limited
                                                                   Partnership
                              General      Limited                    Units
                              Partners     Partners      Total     Outstanding


BALANCE, December 31, 1997  $ (24,706)  $18,472,657   $18,447,951    23,828.87

  Distributions                (4,849)     (480,000)     (484,849)

  Net Income                    4,289       424,622       428,911
                             ---------   -----------   -----------  -----------
BALANCE, March 31, 1998     $ (25,266)  $18,417,279   $18,392,013    23,828.87
                             =========   ===========   ===========  ===========


BALANCE, December 31, 1998  $ (30,953)  $17,854,240   $17,823,287    23,828.87

  Distributions                (4,242)     (419,987)     (424,229)

  Net Income                    2,733       270,539       273,272
                             ---------   -----------   -----------  -----------
BALANCE, March 31, 1999     $ (32,462)  $17,704,792   $17,672,330    23,828.87
                             =========   ===========   ===========  ===========


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

</PAGE>
<PAGE>
                                
        AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
                                
                  NOTES TO FINANCIAL STATEMENTS
                                
                         MARCH 31, 1999
                                
                           (Unaudited)
                                
(1)  The  condensed  statements included herein have been  prepared
     by  the Partnership, without audit, pursuant to the rules  and
     regulations  of  the Securities and Exchange  Commission,  and
     reflect   all  adjustments  which  are,  in  the  opinion   of
     management,  necessary to a fair statement of the  results  of
     operations for the interim period, on a basis consistent  with
     the  annual audited statements.  The adjustments made to these
     condensed   statements  consist  only  of   normal   recurring
     adjustments.   Certain information, accounting  policies,  and
     footnote    disclosures   normally   included   in   financial
     statements  prepared  in  accordance with  generally  accepted
     accounting principles have been condensed or omitted  pursuant
     to  such  rules  and  regulations,  although  the  Partnership
     believes  that  the  disclosures  are  adequate  to  make  the
     information  presented not misleading.  It is  suggested  that
     these  condensed financial statements be read  in  conjunction
     with  the  financial statements and the summary of significant
     accounting  policies  and  notes  thereto  included   in   the
     Partnership's latest annual report on Form 10-KSB.
 
(2)  Organization -

     AEI   Income   &   Growth   Fund  XXI  Limited   Partnership
     (Partnership)  was  formed to acquire and  lease  commercial
     properties   to   operating  tenants.    The   Partnership's
     operations  are  managed by AEI Fund  Management  XXI,  Inc.
     (AFM),  the  Managing  General Partner of  the  Partnership.
     Robert  P.  Johnson, the President and sole  shareholder  of
     AFM,  serves  as  the  Individual  General  Partner  of  the
     Partnership.  An affiliate of AFM, 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  14,  1995  when   minimum
     subscriptions    of   1,500   Limited   Partnership    Units
     ($1,500,000)  were  accepted.   On  January  31,  1997,  the
     Partnership    offering   terminated   when   the    maximum
     subscription  limit  of  24,000  Limited  Partnership  Units
     ($24,000,000) was reached.
     
     Under  the  terms of the Limited Partnership Agreement,  the
     Limited  Partners and General Partners contributed funds  of
     $24,000,000 and $1,000, respectively.  During the  operation
     of the Partnership, any Net Cash Flow, as defined, which the
     General Partners determine to distribute will be distributed
     90% to the Limited Partners and 10% to the General Partners;
     provided,  however, that such distributions to  the  General
     Partners will be subordinated to the Limited Partners  first
     receiving an annual, noncumulative distribution of Net  Cash
     Flow equal to 10% of their Adjusted Capital Contribution, as
     defined,  and, provided further, that in no event  will  the
     General Partners receive less than 1% of such Net Cash  Flow
     per  annum.  Distributions to Limited Partners will be  made
     pro rata by Units.
     
                                
        AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
                                
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)
                                
(2)  Organization - (Continued)

     Any  Net  Proceeds  of Sale, as defined, from  the  sale  or
     financing of the Partnership's properties which the  General
     Partners determine to distribute will, after provisions  for
     debts  and  reserves, be paid in the following  manner:  (i)
     first,  99%  to the Limited Partners and 1% to  the  General
     Partners until the Limited Partners receive an amount  equal
     to:  (a)  their Adjusted Capital Contribution  plus  (b)  an
     amount  equal  to 10% of their Adjusted Capital Contribution
     per  annum, cumulative but not compounded, to the extent not
     previously  distributed  from  Net  Cash  Flow;   (ii)   any
     remaining  balance will be distributed 90%  to  the  Limited
     Partners and 10% to the General Partners.  Distributions  to
     the Limited Partners will be made pro rata by Units.
     
     For  tax  purposes,  profits  from  operations,  other  than
     profits  attributable  to  the  sale,  exchange,  financing,
     refinancing   or  other  disposition  of  the  Partnership's
     property,  will  be  allocated first in the  same  ratio  in
     which,  and  to the extent, Net Cash Flow is distributed  to
     the Partners for such year.  Any additional profits will  be
     allocated in the same ratio as the last dollar of  Net  Cash
     Flow  is  distributed.  Net losses from operations  will  be
     allocated 99% to the Limited Partners and 1% to the  General
     Partners.
     
     For  tax purposes, profits arising from the sale, financing,
     or  other disposition of the Partnership's property will  be
     allocated  in  accordance with the Partnership Agreement  as
     follows:  (i) first, to those partners with deficit balances
     in  their capital accounts in an amount equal to the sum  of
     such  deficit  balances; (ii) second,  99%  to  the  Limited
     Partners  and 1% to the General Partners until the aggregate
     balance in the Limited Partners' capital accounts equals the
     sum  of the Limited Partners' Adjusted Capital Contributions
     plus  an  amount  equal  to 10% of  their  Adjusted  Capital
     Contributions  per annum, cumulative but not compounded,  to
     the  extent  not  previously  allocated;  (iii)  third,  the
     balance of any remaining gain will then be allocated 90%  to
     the  Limited  Partners  and  10% 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.

(3)  Investments in Real Estate -

     On  December  21,  1995, the Partnership purchased  a  34.0%
     interest  in  a  Media Play retail store  in  Apple  Valley,
     Minnesota  for $1,414,060.  The property was leased  to  The
     Musicland Group, Inc. (MGI) under a Lease Agreement  with  a
     primary  term  of  18  years and annual rental  payments  of
     $139,587.
     
                                
        AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
                                
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)
                                
(3)  Investments in Real Estate - (Continued)

     In  December,  1996,  the Partnership  and  MGI  reached  an
     agreement in which MGI would buy out and terminate the Lease
     Agreement  by making a payment of $800,000, which was  equal
     to  approximately two years' rent.  The Partnership's  share
     of  such  payment was $272,000.  A specialist in  commercial
     property  leasing has been retained to locate a  new  tenant
     for  the  property.   While  the  property  is  vacant,  the
     Partnership  is  responsible for the real estate  taxes  and
     other costs required to maintain the property.
     
     As  of  December  31, 1997, based on an analysis  of  market
     conditions in the area, it was determined the fair value  of
     the   Partnership's   interest  in  the   Media   Play   was
     approximately $748,000.  In the fourth quarter  of  1997,  a
     charge  to operations for real estate impairment of $580,200
     was  recognized,  which is the difference between  the  book
     value  at  December 31, 1997 of $1,328,200 and the estimated
     market  value of $748,000.  The charge was recorded  against
     the cost of the land, building and equipment.
     
     On  July 8, 1997, the Partnership purchased a parcel of land
     in  Livonia, Michigan for $1,074,384.  The land is leased to
     Champps  under a Lease Agreement with a primary term  of  20
     years  and  annual  rental payments of  $75,207.   Effective
     January  3, 1998, the annual rent was increased to $115,496.
     Simultaneously   with  the  purchase  of   the   land,   the
     Partnership  entered into a Development Financing  Agreement
     under  which  the Partnership advanced funds to Champps  for
     the  construction of a Champps Americana restaurant  on  the
     site.   Initially, the Partnership charged interest  on  the
     advances at a rate of 7.0%.  Effective January 3, 1998,  the
     interest  rate  was increased to 10.75%.  On May  19,  1998,
     after the development was completed, the Lease Agreement was
     amended  to  require  annual rental  payments  of  $429,135.
     Total  acquisition costs, including the cost  of  the  land,
     were $4,150,061.
     
     On August 28, 1998, the Partnership purchased a 25% interest
     in  a parcel of land in Centerville, Ohio for $462,747.  The
     land is leased to Americana Dining Corporation (ADC) under a
     Lease  Agreement with a primary term of 20 years and  annual
     rental  payments of $32,392.  Effective December  25,  1998,
     the  annual  rent was increased to $48,588.   Simultaneously
     with  the purchase of the land, the Partnership entered into
     a   Development   Financing  Agreement   under   which   the
     Partnership advanced funds to ADC for the construction of  a
     Champps  Americana restaurant on the site.   Initially,  the
     Partnership charged interest on the advances at  a  rate  of
     7%.   Effective  December 25, 1998, the  interest  rate  was
     increased  to  10.5%.   On  January  27,  1999,  after   the
     development  was completed, the Lease Agreement was  amended
     to   require  annual  rental  payments  of  $101,365.    The
     Partnership's   share  of  the  total   acquisition   costs,
     including the cost of the land, was $984,426.  The remaining
     interests in the Fund property are owned by AEI Real  Estate
     Fund  XVII  Limited Partnership, AEI Real Estate Fund  XVIII
     Limited  Partnership  and  AEI Income  &  Growth  Fund  XXII
     Limited Partnership, affiliates of the Partnership.
     
     Through December 31, 1998, the Partnership sold 40.7615%  of
     its   interest  in  the  Champps  Americana  restaurant   in
     Columbus,  Ohio, in six separate transactions  to  unrelated
     third  parties.   The Partnership received  total  net  sale
     proceeds of $1,383,508 which resulted in a total net gain of
     $341,928.    The   total   cost  and   related   accumulated
     depreciation  of  the  interests  sold  was  $1,087,502  and
     $45,922, respectively.  For the three months ended March 31,
     1998, the net gain was $169,937.
     
                                
        AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
                                
                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)
                                
(3)Investments in Real Estate - (Continued)

     During  the  first  three months of  1998,  the  Partnership
     distributed $133,053 of the net sale proceeds to the Limited
     and  General  Partners  as part of their  regular  quarterly
     distributions which represented a return of capital of $5.53
     per Limited Partnership Unit.
     
(4)Payable to AEI Fund Management, Inc. -

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


ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS

Results of Operations

      For  the  three months ended March 31, 1999 and  1998,  the
Partnership  recognized rental income of $480,265  and  $380,054,
respectively.   During the same periods, the  Partnership  earned
investment income of $5,085 and $72,433, respectively.  In  1999,
rental income increased primarily as a result of additional  rent
received  from  the  Champps Americana  restaurants  in  Livonia,
Michigan  and  Centerville, Ohio.  The increase in rental  income
was partially offset by a decrease in investment income earned on
subscription  and  sale proceeds prior to  the  purchase  of  the
properties.

        Musicland Group, Inc. (MGI), the lessee of the Media Play
retail  store  in  Apple Valley, Minnesota experienced  financial
difficulties and was aggressively restructuring its organization.
As  part of the restructuring, the Partnership and MGI reached an
agreement  in  December, 1996 in which  MGI  would  buy  out  and
terminate  the Lease Agreement by making a payment  of  $800,000,
which   is   equal  to  approximately  two  years'   rent.    The
Partnership's share of such payment was $272,000.   A  specialist
in  commercial property leasing has been retained to locate a new
tenant  for  the  property.  While the property  is  vacant,  the
Partnership  is responsible for the real estate taxes  and  other
costs required to maintain the property.

        As  of  December 31, 1997, based on an analysis of market
conditions in the area, it was determined the fair value  of  the
Partnership's  interest  in  the  Media  Play  was  approximately
$748,000.   In the fourth quarter of 1997, a charge to operations
for  real estate impairment of $580,200 was recognized, which  is
the  difference between the book value at December  31,  1997  of
$1,328,200  and  the  estimated market value  of  $748,000.   The
charge  was  recorded against the cost of the land, building  and
equipment.


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

       During the three months ended March 31, 1999 and 1998, the
Partnership   paid   Partnership   administration   expenses   to
affiliated  parties of $57,446 and $66,660, 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  $25,131 and $34,032, respectively.   These  expenses
represent  direct payments to third parties for legal and  filing
fees,  direct administrative costs, outside audit and  accounting
costs,  taxes, insurance and other property  costs.  The decrease
in  these expenses in 1999, when compared to 1998, is the  result
of  expenses incurred in 1998 related to the Media Play situation
discussed above.

        As of March 31, 1999, the Partnership's cash distribution
rate  was 7.0% on an annualized basis.  Distributions of Net Cash
Flow  to  the  General Partners are subordinated to  the  Limited
Partners as required in the Partnership Agreement.  As a  result,
99%  of  distributions  and  income  were  allocated  to  Limited
Partners and 1% to the General Partners.

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

       The Year 2000 issue is the result of computer systems that
use  two  digits rather than four to define the applicable  year,
which  may prevent such systems from accurately processing  dates
ending  in  the  Year  2000 and beyond.   This  could  result  in
computer  system failures or disruption of operations, including,
but not limited to, an inability to process transactions, to send
or  receive  electronic data, or to engage  in  routine  business
activities.

        AEI  Fund  Management, Inc. (AEI) performs all management
services  for  the  Partnership.   In  1998,  AEI  completed   an
assessment of its computer hardware and software systems and  has
replaced or upgraded certain computer hardware and software using
the  assistance  of  outside vendors.  AEI has  received  written
assurance  from  the equipment and software manufacturers  as  to
Year  2000  compliance.   The  costs associated  with  Year  2000
compliance have not been, and are not expected to be, material.

        The  Partnership intends to monitor and communicate  with
tenants regarding Year 2000 compliance, although there can be  no
assurance  that the systems of the various tenants will  be  Year
2000 compliant.

Liquidity and Capital Resources

        During  the  three  months  ended  March  31,  1999,  the
Partnership's cash balances decreased $261,045 mainly as a result
of  cash  used  to  purchase properties.  Net  cash  provided  by
operating activities decreased from $493,026 in 1998 to  $415,417
in  1999  mainly  as  a result of net timing differences  in  the
collection  of  payments  from the lessees  and  the  payment  of
expenses,  which were partially offset by an increase  in  income
and a decrease in expenses in 1999.


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

        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 three  months  ended
March  31,  1999 and 1998, the Partnership expended $221,884  and
$978,248,  respectively, to invest in real properties  (inclusive
of   acquisition  expenses).   During  the  same   periods,   the
Partnership generated cash flow from the sale of real estate of $-
0- and $635,663, respectively.

        On  July  8, 1997, the Partnership purchased a parcel  of
land in Livonia, Michigan for $1,074,384.  The land is leased  to
Champps  under a Lease Agreement with a primary term of 20  years
and  annual  rental  payments of $75,207.  Effective  January  3,
1998,  the annual rent was increased to $115,496.  Simultaneously
with  the  purchase of the land, the Partnership entered  into  a
Development  Financing  Agreement  under  which  the  Partnership
advanced  funds  to  Champps for the construction  of  a  Champps
Americana  restaurant  on the site.  Initially,  the  Partnership
charged  interest on the advances at a rate of  7.0%.   Effective
January  3, 1998, the interest rate was increased to 10.75%.   On
May  19,  1998,  after the development was completed,  the  Lease
Agreement  was  amended  to  require annual  rental  payments  of
$429,135.   Total acquisition costs, including the  cost  of  the
land, were $4,150,061.

        On  August  28,  1998, the Partnership  purchased  a  25%
interest  in a parcel of land in Centerville, Ohio for  $462,747.
The land is leased to Americana Dining Corporation (ADC) under  a
Lease Agreement with a primary term of 20 years and annual rental
payments  of  $32,392.  Effective December 25, 1998,  the  annual
rent  was increased to $48,588.  Simultaneously with the purchase
of the land, the Partnership entered into a Development Financing
Agreement under which the Partnership advanced funds to  ADC  for
the  construction of a Champps Americana restaurant on the  site.
Initially, the Partnership charged interest on the advances at  a
rate  of 7%.  Effective December 25, 1998, the interest rate  was
increased  to 10.5%.  On January 27, 1999, after the  development
was  completed, the Lease Agreement was amended to require annual
rental  payments  of $101,365.  The Partnership's  share  of  the
total  acquisition costs, including the cost  of  the  land,  was
$984,426.  The remaining interests in the Fund property are owned
by AEI Real Estate Fund XVII Limited Partnership, AEI Real Estate
Fund  XVIII Limited Partnership and AEI Income & Growth Fund XXII
Limited Partnership, affiliates of the Partnership.

        Through  December 31, 1998, the Partnership sold 40.7615%
of  its interest in the Champps Americana restaurant in Columbus,
Ohio,  in  six separate transactions to unrelated third  parties.
The  Partnership received total net sale proceeds  of  $1,383,508
which  resulted in a total net gain of $341,928.  The total  cost
and  related accumulated depreciation of the interests  sold  was
$1,087,502 and $45,922, respectively.  For the three months ended
March 31, 1998, the net gain was $169,937.

        During  the  first three months of 1998, the  Partnership
distributed $133,053 of the net sale proceeds to the Limited  and
General Partners as part of their regular quarterly distributions
which  represented  a  return of capital  of  $5.53  per  Limited
Partnership Unit.

         After   completion   of  the  acquisition   phase,   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.   The  redemption
payments  generally are funded with cash that would  normally  be
paid  as  part  of  the  regular quarterly distributions.   As  a
result,  total  distributions  and  distributions  payable   have
fluctuated  from year to year due to cash used to fund redemption
payments.


ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS  (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  number  of  Units
outstanding at the beginning of the year.  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 1999 and 1998, the Partnership did not redeem  any
Units  from the Limited Partners.  In prior years, three  Limited
Partners  redeemed  a  total  of  171.1  Partnership  Units   for
$154,021.    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   Partnership
obligations on both a short-term and long-term basis.


                   PART II - OTHER INFORMATION
                                
ITEM 1.LEGAL PROCEEDINGS

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

ITEM 2.CHANGES IN SECURITIES

      None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

      None.

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

      None

ITEM 5.OTHER INFORMATION

      None.

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K

       a. Exhibits -
                        Description

          27    Financial Data Schedule  for  period
                ended March 31, 1999.

       b. Reports filed on Form  8-K  - None.

                                
                                
                           SIGNATURES
                                
        In  accordance with the requirements of the Exchange Act,
the  Registrant has caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


Dated:  May 7, 1999           AEI Income & Growth Fund XXI
                              Limited Partnership
                              By:  AEI Fund Management XXI, Inc.
                              Its: Managing General Partner



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



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