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, 2002

                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, 2002 and December 31, 2001

         Statements for the Periods ended March 31, 2002 and 2001:

           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, 2002 AND DECEMBER 31, 2001

                           (Unaudited)

                             ASSETS

                                                    2002           2001

CURRENT ASSETS:
  Cash and Cash Equivalents                     $ 6,224,948     $ 4,460,840
  Receivables                                             0           9,567
                                                 -----------     -----------
      Total Current Assets                        6,224,948       4,470,407
                                                 -----------     -----------
INVESTMENTS IN REAL ESTATE:
  Land                                            4,772,632       4,976,315
  Buildings and Equipment                         8,661,773       9,175,172
  Accumulated Depreciation                       (1,427,242)     (1,418,203)
                                                 -----------     -----------
                                                 12,007,163      12,733,284
  Real Estate Held for Sale                               0         846,124
                                                 -----------     -----------
      Net Investments in Real Estate             12,007,163      13,579,408
                                                 -----------     -----------
          Total Assets                          $18,232,111     $18,049,815
                                                 ===========     ===========


                       LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
  Payable to AEI Fund Management, Inc.          $    40,756     $    37,491
  Distributions Payable                             405,719         405,719
  Unearned Rent                                      57,973               0
                                                 -----------     -----------
      Total Current Liabilities                     504,448         443,210
                                                 -----------     -----------
PARTNERS' CAPITAL:
  General Partners                                   15,143          13,932
  Limited Partners, $1,000 Unit Value;
      24,000 Units authorized and issued;
      23,235 Units outstanding                   17,712,520      17,592,673
                                                 -----------     -----------
      Total Partners' Capital                    17,727,663      17,606,605
                                                 -----------     -----------
       Total Liabilities and Partners' Capital  $18,232,111     $18,049,815
                                                 ===========     ===========


 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)

                                                    2002            2001

INCOME:
   Rent                                         $   383,592     $   456,795
   Investment Income                                 18,105          27,784
                                                 -----------     -----------
        Total Income                                401,697         484,579
                                                 -----------     -----------

EXPENSES:
   Partnership Administration - Affiliates           80,397          65,974
   Partnership Administration and Property
      Management - Unrelated Parties                 15,240           7,009
   Depreciation                                      98,821         119,257
                                                 -----------     -----------
        Total Expenses                              194,458         192,240
                                                 -----------     -----------

OPERATING INCOME                                    207,239         292,339

GAIN ON SALE OF REAL ESTATE                         322,906         241,388
                                                 -----------     -----------
NET INCOME                                      $   530,145     $   533,727
                                                 ===========     ===========

NET INCOME ALLOCATED:
   General Partners                             $     5,301     $     5,337
   Limited Partners                                 524,844         528,390
                                                 -----------     -----------
                                                $   530,145     $   533,727
                                                 ===========     ===========

NET INCOME PER LIMITED PARTNERSHIP UNIT
 (23,235 and 23,322 weighted average Units
 outstanding in 2002 and 2001, respectively)    $     22.59     $     22.66
                                                 ===========     ===========


 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)

                                                       2002          2001

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net  Income                                     $   530,145   $   533,727

   Adjustments to Reconcile Net Income to Net Cash
   Provided by Operating Activities:
     Depreciation                                       98,821       119,257
     Gain on Sale of Real Estate                      (322,906)     (241,388)
     (Increase) Decrease in Receivables                  9,567       (20,005)
     Increase in Payable to
        AEI Fund Management, Inc.                        3,265        14,122
     Increase in Unearned Rent                          57,973       102,205
                                                    -----------   -----------
        Total Adjustments                             (153,280)      (25,809)
                                                    -----------   -----------
        Net Cash Provided By
        Operating Activities                           376,865       507,918
                                                    -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Investments in Real Estate                                0    (1,896,770)
   Proceeds from Sale of Real Estate                 1,796,330       827,757
   Payments Received on Short-Term Note Receivable           0       675,920
                                                    -----------   -----------
        Net Cash Provided By (Used For)
        Investing Activities                         1,796,330      (393,093)
                                                    -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Distributions to Partners                          (409,087)     (393,937)
                                                    -----------   -----------
NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                              1,764,108      (279,112)

CASH AND CASH EQUIVALENTS, beginning of period       4,460,840     1,388,156
                                                    -----------   -----------
CASH AND CASH EQUIVALENTS, end of period           $ 6,224,948   $ 1,109,044
                                                    ===========   ===========


 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, 2000  $(38,243)   $17,132,557   $17,094,314   23,322.18

  Distributions               (3,939)      (389,998)    (393,937)

  Net Income                   5,337        528,390      533,727
                             --------    -----------   -----------  ----------
BALANCE, March 31, 2001     $(36,845)   $17,270,949   $17,234,104   23,322.18
                             ========    ===========   ===========  ==========


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
                             ========    ===========   ===========  ==========


 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, 2002

                           (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)  Short-Term Note Receivable -

     On  August 2, 2000, the Partnership received a Contract  for
     Deed  from an affiliate of the buyer of the Media Play store
     in  Apple Valley, Minnesota.  The Note bore interest  at  9%
     and was secured by the land, building and equipment.  As  of
     December  31,  2000, the Partnership's share of  outstanding
     principal  due  on the Note was $675,920.   On  January  16,
     2001, the Partnership received the outstanding principal and
     accrued interest on the Note.


        AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(4)  Investments in Real Estate -

     Through December 31, 2001, the Partnership sold its interest
     in  the  Champps Americana restaurant in Columbus, Ohio,  in
     eleven  separate transactions, to unrelated  third  parties.
     The   Partnership  received  total  net  sale  proceeds   of
     $2,295,174, which resulted in a total net gain of  $631,607.
     The  total cost and related accumulated depreciation of  the
     interests  sold  was $1,808,880 and $145,313,  respectively.
     For  the three months ended March 31, 2001, the net gain was
     $143,583.

     Through March 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 total 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 and 2001, the net
     gain was $16,738 and $97,805, respectively.

     Through March 31, 2002, the Partnership sold 41.5878% of the
     Champps Americana restaurant in Livonia, Michigan, in  seven
     separate  transactions,  to unrelated  third  parties.   The
     Partnership  received total net sale proceeds of $2,281,713,
     which  resulted in a total net gain of $759,533.  The  total
     cost  and  related accumulated depreciation of the interests
     sold  was  $1,725,919 and $203,739, respectively.   For  the
     three  months  ended  March  31,  2002,  the  net  gain  was
     $336,150.

     During  the  first  three months of  2002,  the  Partnership
     distributed $103,028 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 $4.39
     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  March  30, 2001, the Partnership purchased a  Children's
     World  daycare center in Mundelein, Illinois for $1,618,824.
     The  property  is  leased to ARAMARK Educational  Resources,
     Inc. under a Lease Agreement with a primary term of 15 years
     and annual rental payments of $153,710.

     On  March  8, 2001, the Partnership purchased a 25% interest
     in a parcel of land in Austin, Texas for $283,000.  The land
     is leased to Kona Restaurant Group, Inc. (KRG) under a Lease
     Agreement with a primary term of 17 years and annual  rental
     payments  of  $29,715.  Simultaneously with the purchase  of
     the   land,  the  Partnership  entered  into  a  Development
     Financing  Agreement  under which the  Partnership  advanced
     funds  to  KRG  for  the construction of a  Johnny  Carino's
     restaurant on the site.  The Partnership charged interest on
     the  advances  at a rate of 10.5%.  On September  26,  2001,
     after the development was completed, the Lease Agreement was
     amended  to require annual rental payments of $60,191.   The
     Partnership's   share  of  the  total   acquisition   costs,
     including the cost of the land, was $571,902.  The remaining
     interests in the property are owned by AEI Real Estate  Fund
     85-A Limited Partnership, AEI Net Lease Income & Growth Fund
     XX Limited Partnership, and AEI Income & Growth Fund 23 LLC,
     affiliates of the Partnership.


        AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP

                  NOTES TO FINANCIAL STATEMENTS
                           (Continued)

(4)  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.  At December 31, 2001, the land and building were
     classified  as Real Estate Held for Sale.  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.

(5)  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, 2002 and 2001,  the
Partnership  recognized rental income of $383,592  and  $456,795,
respectively.   During the same periods, the  Partnership  earned
investment income of $18,105 and $27,784, respectively.  In 2002,
rental income decreased as a result of the loss of rent from  the
Denny's restaurant and the property sales discussed below.  These
decreases  in  rental income were partially offset by  additional
rent  received  from two property acquisitions in 2001  and  rent
increases on four properties.


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.   At
December 31, 2001, the land and building were classified as  Real
Estate Held for Sale.  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, 2002 and 2001, the
Partnership   paid   Partnership   administration   expenses   to
affiliated  parties of $80,397 and $65,974, 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  $15,240  and $7,009, 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, 2001, the Partnership's annualized  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,  2002,  the
Partnership's cash balances increased $1,764,108 as a  result  of
cash  generated  from the sale of property, which  was  partially
offset  by  distributions made in excess of cash  generated  from
operating  activities.  Net cash provided by operating activities
decreased from $507,918 in 2001 to $376,865 in 2002 as  a  result
of   a   decrease  in  income  and  an  increase  in  Partnership
administration  expenses in 2002, and 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 and 2001, the Partnership generated cash flow from
the sale of real estate of $1,796,330 and $827,757, respectively.
During  the  three months ended March 31, 2001,  the  Partnership
expended  $1,896,770 to invest in real properties  (inclusive  of
acquisition   expenses)  as  the  Partnership   reinvested   cash
generated from property sales.

        Through  December  31,  2001, the  Partnership  sold  its
interest  in the Champps Americana restaurant in Columbus,  Ohio,
in eleven separate transactions, to unrelated third parties.  The
Partnership received total net sale proceeds of $2,295,174, which
resulted  in  a total net gain of $631,607.  The total  cost  and
related  accumulated  depreciation  of  the  interests  sold  was
$1,808,880  and  $145,313, respectively.  For  the  three  months
ended March 31, 2001, the net gain was $143,583.

        Through March 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 total 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 and 2001, the net gain  was  $16,738  and
$97,805, respectively.

        Through March 31, 2002, the Partnership sold 41.5878%  of
the  Champps Americana restaurant in Livonia, Michigan, in  seven
separate   transactions,  to  unrelated   third   parties.    The
Partnership received total net sale proceeds of $2,281,713, which
resulted  in  a total net gain of $759,533.  The total  cost  and
related  accumulated  depreciation  of  the  interests  sold  was
$1,725,919  and  $203,739, respectively.  For  the  three  months
ended March 31, 2002, the net gain was $336,150.

        During  the  first three months of 2002, the  Partnership
distributed $103,028 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  $4.39  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 March 30, 2001, the Partnership purchased a Children's
World daycare center in Mundelein, Illinois for $1,618,824.   The
property is leased to ARAMARK Educational Resources, Inc. under a
Lease Agreement with a primary term of 15 years and annual rental
payments of $153,710.

       On March 8, 2001, the Partnership purchased a 25% interest
in  a parcel of land in Austin, Texas for $283,000.  The land  is
leased  to  Kona  Restaurant Group,  Inc.  (KRG)  under  a  Lease
Agreement  with  a  primary term of 17 years  and  annual  rental
payments  of  $29,715.  Simultaneously with the purchase  of  the
land,  the  Partnership  entered  into  a  Development  Financing
Agreement under which the Partnership advanced funds to  KRG  for
the  construction of a Johnny Carino's restaurant  on  the  site.
The  Partnership charged interest on the advances at  a  rate  of
10.5%.   On  September  26,  2001,  after  the  development   was
completed,  the  Lease Agreement was amended  to  require  annual
rental payments of $60,191.  The Partnership's share of the total
acquisition costs, including the cost of the land, was  $571,902.
The  remaining interests in the property are owned  by  AEI  Real
Estate  Fund  85-A Limited Partnership, AEI Net  Lease  Income  &
Growth Fund XX Limited Partnership, and AEI Income & Growth  Fund
23 LLC, affiliates of the Partnership.


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 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, 2001, the Partnership's  distribution
rate   was   increased  from  6.5%  to  6.75%.   As   a   result,
distributions were higher in 2002 when compared to 2001.

        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  2001, eight Limited Partners redeemed a total  of
86.83  Partnership  Units  for $68,050  in  accordance  with  the
Partnership  Agreement.   The Partnership  acquired  these  Units
using Net Cash Flow from operations.  In prior years, twenty-five
Limited Partners redeemed a total of 677.82 Partnership Units for
$579,879.    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:

    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 investors;

    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

    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

                   PART II - OTHER INFORMATION
                           (Continued)

ITEM 5.OTHER INFORMATION

      None.

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K

       a. Exhibits -
                                    Description

       10.1  Purchase  Agreement dated March 12,  2002  between  the
       Partnership and Biscayne Reef Properties LLC relating to  the
       property at 19470 Haggerty Road, Livonia, Michigan.

       10.2 Property Co-Tenancy Ownership Agreement dated March  14,
       2002  between  the Partnership and Biscayne  Reef  Properties
       LLC   relating  to  the  property  at  19470  Haggerty  Road,
       Livonia, Michigan.

       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:  April 30, 2002        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)