UNITED STATES
               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, 2003

                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


                                                        Page

PART I.   Financial Information

    Item 1.  Balance Sheet as of March 31, 2003
             and December 31,2002                         3

             Statements for the Periods ended
             March 31, 2003 and 2002:

               Income                                     4

               Cash Flows                                 5

               Changes in Partners' Capital               6

             Notes to Financial Statements             7 - 10

    Item 2.  Management's Discussion and Analysis     10 - 14

    Item 3.  Controls and Procedures                      14

PART II.  Other Information

    Item 1.  Legal Proceedings                            15

    Item 2.  Changes in Securities                        15

    Item 3.  Defaults Upon Senior Securities              15

    Item 4.  Submission of Matters to a
             Vote of Security Holders                     15

    Item 5.  Other Information                            15

    Item 6.  Exhibits and Reports on Form 8-K             15

             Signatures                                   16

             Certifications                             17-18

<PAGE>

        AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP

                          BALANCE SHEET

              MARCH 31, 2003 AND DECEMBER 31, 2002

                           (Unaudited)

                             ASSETS

                                             2003       2002

CURRENT ASSETS:
  Cash and Cash Equivalents              $3,156,729  $4,653,629
  Receivables                                44,020      15,194
                                           --------    --------
      Total Current Assets                3,200,749   4,668,823
                                           --------    --------
INVESTMENTS IN REAL ESTATE:
  Land                                    5,368,124   5,367,113
  Buildings and Equipment                10,035,149  10,035,149
  Construction in Progress                1,297,234      44,281
  Accumulated Depreciation               (1,501,240) (1,399,695)
                                           --------    --------
      Net Investments in Real Estate     15,199,267  14,046,848
                                           --------    --------
          Total Assets                  $18,400,016 $18,715,671
                                           ========    ========


                LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.  $    79,989 $    28,714
  Distributions Payable                     405,694     648,117
  Unearned Rent                              35,846           0
                                           --------    --------
      Total Current Liabilities             521,529     676,831
                                           --------    --------
PARTNERS' CAPITAL:
  General Partners                           16,350      17,954
  Limited Partners, $1,000 Unit Value;
      24,000 Units authorized and issued;
      23,025 Units outstanding           17,862,137  18,020,886
                                           --------    --------
      Total Partners' Capital            17,878,487  18,038,840
                                           --------    --------
          Total Liabilities and
          Partners' Capital             $18,400,016 $18,715,671
                                          =========   =========




 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)

                                             2003       2002

INCOME:
   Rent                                   $ 406,720  $ 383,592
   Investment Income                         24,722     18,105
                                           --------   --------
        Total Income                        431,442    401,697
                                           --------   --------

EXPENSES:
   Partnership Administration - Affiliates   67,308     80,397
   Partnership Administration and Property
      Management - Unrelated Parties         13,848     15,240
   Depreciation                             101,545     98,821
                                           --------   --------
        Total Expenses                      182,701    194,458
                                           --------   --------

OPERATING INCOME                            248,741    207,239

GAIN ON SALE OF REAL ESTATE                       0    322,906
                                           --------   --------
NET INCOME                                $ 248,741  $ 530,145
                                           ========   ========

NET INCOME ALLOCATED:
   General Partners                       $   2,487  $   5,301
   Limited Partners                         246,254    524,844
                                           --------   --------
                                          $ 248,741  $ 530,145
                                           ========   ========

NET INCOME PER LIMITED PARTNERSHIP UNIT
  (23,025 and 23,235 weighted average Units
    outstanding in 2003 and
    2002, respectively)                   $   10.70  $   22.59
                                           ========   ========





 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)

                                             2003       2002

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income                            $  248,741  $ 530,145

   Adjustments to Reconcile Net
     Income to Net Cash
   Provided by Operating Activities:
     Depreciation                           101,545     98,821
     Gain on Sale of Real Estate                  0   (322,906)
     (Increase) Decrease in Receivables     (28,826)     9,567
     Increase in Payable to
        AEI Fund Management, Inc.            51,275      3,265
     Increase in Unearned Rent               35,846     57,973
                                           --------   --------
        Total Adjustments                   159,840   (153,280)
                                           --------   --------
        Net Cash Provided By
            Operating Activities            408,581    376,865
                                           --------   --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Investments in Real Estate            (1,253,964)         0
   Proceeds from Sale of Real Estate              0  1,796,330
                                           --------   --------
        Net Cash Provided By (Used For)
            Investing Activities         (1,253,964) 1,796,330
                                           --------   --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Decrease in Distributions Payable       (242,423)         0
   Distributions to Partners               (409,094)  (409,087)
                                           --------   --------
        Net Cash Used For
            Financing Activities           (651,517)  (409,087)
                                           --------   --------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                     (1,496,900) 1,764,108

CASH AND CASH EQUIVALENTS,
beginning of period                       4,653,629  4,460,840
                                           --------   --------
CASH AND CASH EQUIVALENTS, end of period $3,156,729 $6,224,948
                                           ========   ========



 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, 2001  $13,932  $17,592,673  $17,606,605  23,235.35

  Distributions              (4,090)    (404,997)    (409,087)

  Net Income                  5,301      524,844      530,145
                             -------    --------    ---------  ---------
BALANCE, March 31, 2002     $15,143  $17,712,520  $17,727,663  23,235.35
                            ========    ========    =========  =========


BALANCE, December 31, 2002  $17,954  $18,020,886  $18,038,840  23,025.33

  Distributions              (4,091)    (405,003)    (409,094)

  Net Income                  2,487      246,254      248,741
                             -------    --------    ---------  ---------
BALANCE, March 31, 2003     $16,350  $17,862,137  $17,878,487  23,025.33
                            ========   =========    =========  =========








 The accompanying Notes to Financial Statements are an integral
                     part of this statement.
</PAGE>
        AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS

                         MARCH 31, 2003

                           (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 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 -

     Through December 31, 2002, the Partnership sold its interest
     in the Champps Americana restaurant in Schaumburg, Illinois,
     in   thirteen  separate  transactions,  to  unrelated  third
     parties.   The Partnership received total net sale  proceeds
     of  $2,892,414,  which resulted in a net gain  of  $838,268.
     The  total cost and related accumulated depreciation of  the
     interests  sold  was $2,256,461 and $202,315,  respectively.
     For  the three months ended March 31, 2002, the net gain was
     $16,738.



        AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(3)  INVESTMENTS IN REAL ESTATE - (Continued)

     Through December 31, 2002, the Partnership sold 99.8466%  of
     the  Champps  Americana restaurant in Livonia, Michigan,  in
     twenty-one   separate  transactions,  to   unrelated   third
     parties.   The Partnership received total net sale  proceeds
     of  $5,490,789, which resulted in a net gain of  $1,888,226.
     The  total cost and related accumulated depreciation of  the
     interests  sold  was $4,143,694 and $541,131,  respectively.
     For  the three months ended March 31, 2002, the net gain was
     $336,150.

     During  2002,  the Partnership sold 23.8161% of  the  Johnny
     Carino's  restaurant  in Austin, Texas,  in  three  separate
     transactions,  to unrelated third parties.  The  Partnership
     received total net sale proceeds of $603,681, which resulted
     in  a  net  gain  of  $68,672.  The total cost  and  related
     accumulated depreciation of the interests sold was  $544,819
     and  $9,810, respectively.  For the three months ended March
     31, 2002, the net gain was $-0-.

     During  the  first  three  months  of  2003  and  2002,  the
     Partnership  distributed $58,809 and $103,028  of  net  sale
     proceeds  to  the Limited and General Partners  as  part  of
     their quarterly distributions which represented a return  of
     capital  of  $2.53  and $4.39 per Limited Partnership  Unit,
     respectively.  The remaining net sale proceeds  will  either
     be  reinvested in additional property or distributed to  the
     Partners in the future.

     On June 14, 2002, the Partnership purchased three Children's
     World   daycare  centers  located  in  Andover,   Minnesota,
     Ballwin,  Missouri and Kimberly, Wisconsin.  The  properties
     were  purchased  for $1,264,207, $1,517,778 and  $1,358,239,
     respectively.    The  properties  are  leased   to   ARAMARK
     Educational  Resources,  Inc. under  Lease  Agreements  with
     primary  terms  of  15 years and annual rental  payments  of
     $120,204, $144,113 and $129,087, respectively.

     On  October 31, 2002, the Partnership purchased a parcel  of
     land  in  Farmington,  New  Mexico for  $791,238,  including
     acquisition expenses.  The land is leased to SFG  Farmington
     I  Limited Partnership (SFG) under a Lease Agreement with  a
     primary  term  of  20  years and annual rental  payments  of
     $85,050.  Simultaneously with the purchase of the land,  the
     Partnership  entered into a Development Financing  Agreement
     under  which the Partnership will advance funds to  SFG  for
     the  construction  of a Johnny Carino's  restaurant  on  the
     site.   Through March 31, 2003, the Partnership had advanced
     $1,297,234  for  the construction of the  property  and  was
     charging  interest on the advances at a rate of 10.5%.   The
     total  purchase price, including the cost of the land,  will
     be  approximately  $2,290,000.  After  the  construction  is
     complete,  the  Lease Agreement will be amended  to  require
     annual rental payments of approximately $240,450.


        AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(3)  INVESTMENTS IN REAL ESTATE - (Continued)

     In  May 2001, Huntington Restaurants Group, Inc. (HRG),  the
     lessee  of  the  Denny's Restaurant in Covington,  Louisiana
     notified  the Partnership that it was experiencing financial
     problems  and would not make the lease payments  while  they
     worked  out  a  plan  which would enable  them  to  continue
     operations   without  seeking  bankruptcy  protection.    In
     October, 2001, the Partnership received an offer to buy  the
     restaurant  for  $900,000  from an  unrelated  third  party.
     Effective December 10, 2001, the Partnership terminated  the
     Lease  to accommodate the sale. Through this date, HRG  owed
     $80,316  of  rent, which will not be collected and  was  not
     accrued  for  financial reporting purposes.   In  the  third
     quarter  of  2001, a charge to operations  for  real  estate
     impairment  of  $295,354  was  recognized,  which  was   the
     difference between the book value at September 30,  2001  of
     $1,145,354 and the estimated net sales proceeds of $850,000.
     The charge was recorded against the cost of the building and
     equipment.  On February 19, 2002, the sale closed  with  the
     Partnership  receiving net sale proceeds of  $816,143  which
     resulted in a net loss of $29,982.

(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

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

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

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

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

       - the   success  of  the  General  Partners  of   locating
          properties with favorable risk return characteristics;

       - the effect of tenant defaults; and

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

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

The Application of Critical Accounting Policies

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

        The Partnership purchases properties and records them  in
the  financial  statements  at the lower  of  cost  or  estimated
realizable   value.   The  Partnership  initially   records   the
properties  at cost (including capitalized acquisition expenses).
The Partnership is required to periodically evaluate the carrying
value  of properties to determine whether their realizable  value
has  declined.   For  properties the Partnership  will  hold  and
operate, management determines whether impairment has occurred by
comparing the property's probability-weighted cash flows  to  its
current carrying value.  For properties held for sale, management
determines  whether  impairment has  occurred  by  comparing  the
property's estimated fair value less cost to sell to its  current
carrying  value.   If  the carrying value  is  greater  than  the
realizable  value, an impairment loss is recorded to  reduce  the
carrying value of the property to its realizable value.  A change
in  these assumptions or analysis could cause material changes in
the carrying value of the properties.

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

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

Results of Operations

        For  the three months ended March 31, 2003 and 2002,  the
Partnership  recognized rental income of $406,720  and  $383,592,
respectively.   During the same periods, the  Partnership  earned
investment income of $24,722 and $18,105, respectively.  In 2003,
rental  income increased as a result of rent received  from  four
property  acquisitions  in  2002, and  rent  increases  on  three
properties.   These  increases in rental  income  were  partially
offset  by  a decrease in rent due to property sales.   In  2003,
investment  income  increased due to  the  Partnership  receiving
interest income from construction advances.

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

       In May 2001, Huntington Restaurants Group, Inc. (HRG), the
lessee of the Denny's Restaurant in Covington, Louisiana notified
the  Partnership that it was experiencing financial problems  and
would  not make the lease payments while they worked out  a  plan
which  would  enable them to continue operations without  seeking
bankruptcy   protection.   In  October,  2001,  the   Partnership
received  an  offer to buy the restaurant for  $900,000  from  an
unrelated   third  party.   Effective  December  10,  2001,   the
Partnership terminated the Lease to accommodate the sale. Through
this  date, HRG owed $80,316 of rent, which will not be collected
and  was  not accrued for financial reporting purposes.   In  the
third  quarter  of 2001, a charge to operations for  real  estate
impairment  of $295,354 was recognized, which was the  difference
between  the  book value at September 30, 2001 of $1,145,354  and
the  estimated  net sales proceeds of $850,000.  The  charge  was
recorded  against  the cost of the building  and  equipment.   On
February 19, 2002, the sale closed with the Partnership receiving
net  sale  proceeds of $816,143 which resulted in a net  loss  of
$29,982.

       During the three months ended March 31, 2003 and 2002, the
Partnership   paid   Partnership   administration   expenses   to
affiliated  parties of $67,308 and $80,397, 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  $13,848 and $15,240, 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, 2003, the Partnership's annualized regular
cash  distribution rate was 6.75%, based on the Adjusted  Capital
Contribution.   Distributions of Net Cash  Flow  to  the  General
Partners were subordinated to the Limited Partners as required in
the  Partnership  Agreement.  As a result, 99%  of  distributions
were  allocated  to  Limited  Partners  and  1%  to  the  General
Partners.

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

Liquidity and Capital Resources

        During  the  three  months  ended  March  31,  2003,  the
Partnership's cash balances decreased $1,496,900 as a  result  of
cash  used  to purchase property and distributions  paid  to  the
Partners  in  excess of cash generated from operating activities.
Net cash provided by operating activities increased from $376,865
in  2002 to $408,581 in 2003 as a result of an increase in income
and  a  decrease in Partnership administration expenses in  2003,
which  were  partially offset by net timing  differences  in  the
collection  of  payments  from the lessees  and  the  payment  of
expenses.

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, 2002, the Partnership generated cash flow from the sale
of  real  estate  of $1,796,330.  During the three  months  ended
March 31, 2003, the Partnership expended $1,253,964 to invest  in
real  properties  (inclusive  of  acquisition  expenses)  as  the
Partnership reinvested cash generated from property sales.

        Through  December  31,  2002, the  Partnership  sold  its
interest  in  the  Champps  Americana restaurant  in  Schaumburg,
Illinois,  in thirteen separate transactions, to unrelated  third
parties.   The  Partnership received total net sale  proceeds  of
$2,892,414, which resulted in a net gain of $838,268.  The  total
cost  and related accumulated depreciation of the interests  sold
was  $2,256,461 and $202,315, respectively.  For the three months
ended March 31, 2002, the net gain was $16,738.

        Through  December 31, 2002, the Partnership sold 99.8466%
of  the  Champps  Americana restaurant in Livonia,  Michigan,  in
twenty-one  separate  transactions, to unrelated  third  parties.
The  Partnership received total net sale proceeds of  $5,490,789,
which  resulted in a net gain of $1,888,226.  The total cost  and
related  accumulated  depreciation  of  the  interests  sold  was
$4,143,694  and  $541,131, respectively.  For  the  three  months
ended March 31, 2002, the net gain was $336,150.

        During 2002, the Partnership sold 23.8161% of the  Johnny
Carino's   restaurant  in  Austin,  Texas,  in   three   separate
transactions,  to  unrelated  third  parties.   The   Partnership
received total net sale proceeds of $603,681, which resulted in a
net  gain  of  $68,672.  The total cost and  related  accumulated
depreciation  of  the  interests sold was  $544,819  and  $9,810,
respectively.  For the three months ended March 31, 2002, the net
gain was $-0-.

        During  the  first  three months of 2003  and  2002,  the
Partnership distributed $58,809 and $103,028 of net sale proceeds
to  the  Limited and General Partners as part of their  quarterly
distributions which represented a return of capital of $2.53  and
$4.39  per Limited Partnership Unit, respectively.  The remaining
net  sale  proceeds  will  either  be  reinvested  in  additional
property or distributed to the Partners in the future.

         On  June  14,  2002,  the  Partnership  purchased  three
Children's  World daycare centers located in Andover,  Minnesota,
Ballwin,  Missouri and Kimberly, Wisconsin.  The properties  were
purchased    for    $1,264,207,   $1,517,778   and    $1,358,239,
respectively.   The properties are leased to ARAMARK  Educational
Resources, Inc. under Lease Agreements with primary terms  of  15
years  and  annual  rental  payments of  $120,204,  $144,113  and
$129,087, respectively.

       On October 31, 2002, the Partnership purchased a parcel of
land   in   Farmington,   New  Mexico  for  $791,238,   including
acquisition  expenses.  The land is leased to  SFG  Farmington  I
Limited  Partnership (SFG) under a Lease Agreement with a primary
term   of  20  years  and  annual  rental  payments  of  $85,050.
Simultaneously  with  the purchase of the land,  the  Partnership
entered  into a Development Financing Agreement under  which  the
Partnership will advance funds to SFG for the construction  of  a
Johnny Carino's restaurant on the site.  Through March 31,  2003,
the  Partnership had advanced $1,297,234 for the construction  of
the  property and was charging interest on the advances at a rate
of  10.5%.  The total purchase price, including the cost  of  the
land,  will  be approximately $2,290,000.  After the construction
is  complete,  the  Lease Agreement will be  amended  to  require
annual rental payments of approximately $240,450.

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

       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 ten days after the
end  of  each  quarter.  The Partnership attempts to  maintain  a
stable  distribution  rate from quarter to  quarter.   Redemption
payments are paid to redeeming Partners in the fourth quarter  of
each  year.   In December 2002, the Partnership declared a  bonus
distribution of $242,424 of net sale proceeds, which resulted  in
a higher distribution payable at December 31, 2002.

        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 will not be obligated
to purchase in any year any number of Units that, when aggregated
with  all  other transfers of Units that have occurred since  the
beginning   of  the  same  calendar  year  (excluding   Permitted
Transfers as defined in the Partnership Agreement), would  exceed
5%  of the total number of Units outstanding on January 1 of such
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  2002, eight Limited Partners redeemed a total  of
210.02  Partnership  Units for $156,938 in  accordance  with  the
Partnership  Agreement.   The Partnership  acquired  these  Units
using  Net Cash Flow from operations.  In prior years, 33 Limited
Partners  redeemed  a  total  of  764.65  Partnership  Units  for
$647,929.    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 3. CONTROLS AND PROCEDURES.

       (a) Evaluation of disclosure controls and procedures

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

       (b)  Changes in internal controls

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

                    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

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

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


         b.   Reports 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 12, 2003          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/ Patrick W. Keene
                                 Patrick W. Keene
                                 Chief Financial Officer
                                 (Principal Accounting Officer)

                         CERTIFICATIONS

I, Robert P. Johnson, certify that:

1.  I  have reviewed this quarterly report on Form 10-QSB of  AEI
Income & Growth Fund XXI Limited Partnership;

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

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

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

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

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

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

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

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

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

6.   The  registrant's  other  certifying  officers  and  I  have
indicated  in  this quarterly report whether or  not  there  were
significant changes in internal controls or in other factors that
could  significantly affect internal controls subsequent  to  the
date  of  our  most recent evaluation, including  any  corrective
actions  with  regard  to significant deficiencies  and  material
weaknesses.



Dated:  May 12, 2003             /s/ Robert P. Johnson
                                 Robert P. Johnson, President
                                 AEI Fund Management XXI, Inc.
                                 Managing General Partner

                         CERTIFICATIONS

I, Patrick W. Keene, certify that:

1.  I  have reviewed this quarterly report on Form 10-QSB of  AEI
Income & Growth Fund XXI Limited Partnership;

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

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

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

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

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

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

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

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

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

6.   The  registrant's  other  certifying  officers  and  I  have
indicated  in  this quarterly report whether or  not  there  were
significant changes in internal controls or in other factors that
could  significantly affect internal controls subsequent  to  the
date  of  our  most recent evaluation, including  any  corrective
actions  with  regard  to significant deficiencies  and  material
weaknesses.



Dated:  May 12, 2003             /s/ Patrick W. Keene
                                 Patrick W. Keene, Chief Financial Officer
                                 AEI Fund Management XXI, Inc.
                                 Managing General Partner