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, 2000

                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, 2000 and December 31, 1999

          Statements for the Periods ended March 31, 2000 and 1999:

             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, 2000 AND DECEMBER 31, 1999

                           (Unaudited)

                             ASSETS

                                                      2000          1999

CURRENT ASSETS:
  Cash and Cash Equivalents                        $ 1,956,104   $ 2,412,278
  Receivables                                            3,099             0
                                                    -----------   -----------
      Total Current Assets                           1,959,203     2,412,278
                                                    -----------   -----------
INVESTMENTS IN REAL ESTATE:
  Land                                               6,481,471     5,933,670
  Buildings and Equipment                           10,818,262    10,818,262
  Property Acquisition Costs                             5,856        14,304
  Accumulated Depreciation                          (1,312,563)   (1,194,034)
                                                    -----------   -----------
      Net Investments in Real Estate                15,993,026    15,572,202
                                                    -----------   -----------
           Total  Assets                           $17,952,229   $17,984,480
                                                    ===========   ===========


                          LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.             $    52,360   $    20,786
  Distributions Payable                                390,738       390,738
  Unearned Rent                                         95,333             0
                                                    -----------   -----------
      Total Current Liabilities                        538,431       411,524
                                                    -----------   -----------
PARTNERS' CAPITAL (DEFICIT):
  General Partners                                     (35,048)      (33,456)
  Limited Partners, $1,000 Unit Value;
   24,000 Units authorized and issued;
   23,548 outstanding                               17,448,846    17,606,412
                                                    -----------   -----------
      Total Partners' Capital                       17,413,798    17,572,956
                                                    -----------   -----------
         Total Liabilities and Partners' Capital   $17,952,229   $17,984,480
                                                    ===========   ===========


 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)

                                                        2000          1999

INCOME:
   Rent                                            $   422,404   $   480,265
   Investment Income                                    29,034         5,085
                                                    -----------   -----------
        Total Income                                   451,438       485,350
                                                    -----------   -----------

EXPENSES:
   Partnership Administration - Affiliates              73,505        57,446
   Partnership Administration and Property
      Management - Unrelated Parties                    24,622        25,131
   Depreciation                                        118,529       129,501
                                                    -----------   -----------
        Total Expenses                                 216,656       212,078
                                                    -----------   -----------

NET INCOME                                         $   234,782   $   273,272
                                                    ===========   ===========

NET INCOME ALLOCATED:
   General Partners                                $     2,348   $     2,733
   Limited Partners                                    232,434       270,539
                                                    -----------   -----------
                                                   $   234,782   $   273,272
                                                    ===========   ===========

NET INCOME PER LIMITED PARTNERSHIP UNIT
 (23,548 and 23,829 weighted average Units
 outstanding in 2000 and 1999, respectively)       $      9.87   $     11.35
                                                    ===========   ===========

 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)

                                                          2000        1999

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net  Income                                       $   234,782  $   273,272

   Adjustments to Reconcile Net Income to Net Cash
   Provided by Operating Activities:
     Depreciation                                        118,529      129,501
     (Increase) Decrease in Receivables                   (3,099)      16,052
     Increase (Decrease) in Payable to
        AEI Fund Management, Inc.                         31,574      (27,839)
     Increase in Unearned Rent                            95,333       24,431
                                                      -----------  -----------
        Total Adjustments                                242,337      142,145
                                                      -----------  -----------
        Net Cash Provided By
        Operating Activities                             477,119      415,417
                                                      -----------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Investments in Real Estate                           (539,353)    (221,884)
                                                      -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Decrease in Distributions Payable                           0      (30,349)
   Distributions to Partners                            (393,940)    (424,229)
                                                      -----------  -----------
        Net Cash Used For
        Financing Activities                            (393,940)    (454,578)
                                                      -----------  -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS               (456,174)    (261,045)

CASH AND CASH EQUIVALENTS, beginning of period         2,412,278      557,646
                                                      -----------  -----------
CASH AND CASH EQUIVALENTS, end of period             $ 1,956,104  $   296,601
                                                      ===========  ===========


 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, 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
                             =========  ===========   ===========  ===========


BALANCE, December 31, 1999  $(33,456)  $17,606,412   $17,572,956    23,548.50

  Distributions               (3,940)     (390,000)     (393,940)

  Net Income                   2,348       232,434       234,782
                             ---------  -----------   -----------  -----------
BALANCE, March 31, 2000     $(35,048)  $17,448,846   $17,413,798    23,548.50
                             =========  ===========   ===========  ===========



 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, 2000

                           (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.  Robert P. Johnson, the
     President  and  sole  shareholder  of  AFM,  serves  as  the
     Individual General Partner and 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
     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  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.


        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 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  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 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 -

     The Partnership owns a 34.0% interest in a Media Play retail
     store  which 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.   MGI   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.


        AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(3)  Investments in Real Estate - (Continued)

     During   the  second  and  third  quarters  of   1999,   the
     Partnership  sold  85.0382% of its interest  in  the  Arby's
     restaurant in four separate transactions to unrelated  third
     parties.   The Partnership received total net sale  proceeds
     of  $881,682 which resulted in a total net gain of $220,469.
     The  total cost and related accumulated depreciation of  the
     interest sold was $731,056 and $69,843, respectively.

     On October 26, 1999, the Partnership sold the Caribou Coffee
     store to an unrelated third party.  The Partnership received
     net  sale  proceeds of $1,553,867, which resulted in  a  net
     gain of $301,764.  At the time of sale, the cost and related
     accumulated depreciation of the property was $1,310,597  and
     $58,494, respectively.

     During  the  first  three months of  2000,  the  Partnership
     distributed $40,629 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 $1.71
     per  Limited  Partnership  Unit.   The  remaining  net  sale
     proceeds will either be reinvested in additional property or
     distributed to the Partners in the future.

     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.

     On March 8, 2000, the Partnership purchased a parcel of land
     in  Fort Wayne, Indiana for $549,000.  The land is leased to
     Tumbleweed,  Inc.  (TWI)  under a  Lease  Agreement  with  a
     primary  term  of  15  years and annual rental  payments  of
     $48,038.  Simultaneously with the purchase of the land,  the
     Partnership  entered into a Development Financing  Agreement
     under  which the Partnership will advance funds to  TWI  for
     the  construction of a Tumbleweed restaurant  on  the  site.
     The  Partnership is charging interest on the advances  at  a
     rate of 8.75%.  The total purchase price, including the cost
     of  the  land, will be approximately $1,460,000.  After  the
     construction  is  complete,  the  Lease  Agreement  will  be
     amended  to  require annual rental payments of approximately
     $144,000.

     The Partnership has incurred net costs of $5,856 relating to
     the  review  of potential property acquisitions  which  have
     been   capitalized  and  will  be  allocated  to  properties
     acquired in future periods.


        AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(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, 2000 and 1999,  the
Partnership  recognized rental income of $422,404  and  $480,265,
respectively.   During the same periods, the  Partnership  earned
investment income of $29,034 and $5,085, respectively.  In  2000,
rental  income decreased mainly as a result of property sales  in
1999.   This  decrease in rental income was partially  offset  by
additional rent received from one property acquisition  in  2000,
rent  increases  on  three  properties  and  by  an  increase  in
investment  income  earned  on the sale  proceeds  prior  to  the
purchase of additional property.

        The  Partnership owns a 34.0% interest in  a  Media  Play
retail store which 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.  MGI 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.

       During the three months ended March 31, 2000 and 1999, the
Partnership   paid   Partnership   administration   expenses   to
affiliated  parties of $73,505 and $57,446, 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  $24,622 and $25,131, 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 March 31, 2000, the Partnership's cash distribution
rate  was 6.5% on an annualized basis.  Distributions of Net Cash
Flow  to  the  General Partners were subordinated to the  Limited
Partners as required in the Partnership Agreement.  As a  result,
99%  of  distributions  and  income  were  allocated  to  Limited
Partners and 1% to the General Partners.


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

        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.

Liquidity and Capital Resources

        During  the  three  months  ended  March  31,  2000,  the
Partnership's  cash balances decreased $456,174 as  a  result  of
cash  used  to purchase property.  Net cash provided by operating
activities  increased from $415,417 in 1999 to $477,119  in  2000
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 a decrease in income  and  an  increase  in
expenses in 2000.

        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,  2000 and 1999, the Partnership expended $539,353  and
$221,884,  respectively, to invest in real properties  (inclusive
of  acquisition expenses) as the Partnership reinvested the  cash
generated from property sales.

        During  the  second  and  third  quarters  of  1999,  the
Partnership  sold  85.0382%  of  its  interest  in   the   Arby's
restaurant  in  four  separate transactions  to  unrelated  third
parties.   The  Partnership received total net sale  proceeds  of
$881,682  which  resulted in a total net gain of  $220,469.   The
total  cost and related accumulated depreciation of the  interest
sold was $731,056 and $69,843, respectively.

        On  October  26, 1999, the Partnership sold  the  Caribou
Coffee  store  to  an  unrelated third  party.   The  Partnership
received net sale proceeds of $1,553,867, which resulted in a net
gain  of  $301,764.  At the time of sale, the  cost  and  related
accumulated  depreciation  of  the property  was  $1,310,597  and
$58,494, respectively.

        During  the  first three months of 2000, the  Partnership
distributed  $40,629 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  $1.71  per  Limited
Partnership Unit.

        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.


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

        On  March 8, 2000, the Partnership purchased a parcel  of
land in Fort Wayne, Indiana for $549,000.  The land is leased  to
Tumbleweed,  Inc. (TWI) under a Lease Agreement  with  a  primary
term   of  15  years  and  annual  rental  payments  of  $48,038.
Simultaneously  with  the purchase of the land,  the  Partnership
entered  into a Development Financing Agreement under  which  the
Partnership will advance funds to TWI for the construction  of  a
Tumbleweed  restaurant on the site.  The Partnership is  charging
interest  on the advances at a rate of 8.75%.  The total purchase
price,  including  the  cost of the land, will  be  approximately
$1,460,000.   After  the  construction  is  complete,  the  Lease
Agreement  will be amended to require annual rental  payments  of
approximately $144,000.

       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.   Effective  April 1, 1999, the Partnership's  distribution
rate  was  reduced from 7.0% to 6.5%.  As a result, distributions
were higher during the first quarter of 1999 when compared to the
same period in 2000.

        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, ten Limited Partners redeemed  a  total  of
280.37  Partnership  Units for $239,479 in  accordance  with  the
Partnership  Agreement.   The Partnership  acquired  these  Units
using  Net  Cash  Flow from operations.  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.


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

Cautionary Statement for Purposes of the "Safe Harbor" Provisions
of the Private Securities Litigation Reform Act of 1995

         The   foregoing  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:

<BULLET>  Market  and economic conditions which  affect
          the  value of the properties the Partnership  owns  and
          the cash from rental income such properties generate;

<BULLET>  the federal income tax consequences of rental
          income,  deductions, gain on sales and other items  and
          the affects of these consequences for investors;

<BULLET>  resolution  by  the  General   Partners   of
          conflicts with which they may be confronted;

<BULLET>  the  success of the General Partners  of  locating
          properties with favorable risk return characteristics;

<BULLET>  the effect of tenant defaults; and

<BULLET>  the condition of the industries in which  the
          tenants of properties owned by the Partnership operate.


                   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.


                   PART II - OTHER INFORMATION
                           (Continued)

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K

       a. Exhibits -
                         Description

          27    Financial Data Schedule  for  period
                ended March 31, 2000.

       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 5, 2000           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)