EXHIBIT 99

                   FORWARD LOOKING STATEMENTS
                      CAUTIONARY STATEMENT

     Statements regarding the future prospects of the Partnership
must be evaluated in the context of a number of factors that  may
materially   affect  its  financial  condition  and  results   of
operations.   Disclosure of these factors is intended  to  permit
the  Partnership to take advantage of the safe harbor  provisions
of the Private Securities Litigation Reform Act of 1995.  Most of
these factors have been discussed in prior filings by the Company
with  the  Securities  and  Exchange  Commission.   Although  the
Partnership  has  attempted  to  list  the  factors  that  it  is
currently  aware  may  have an impact on  its  operations,  other
factors may in the future prove to be important and the following
list should not necessarily be considered comprehensive.

General

      Purchase  of  Unspecified Properties.   Although  the  cash
available  to  the  Partnership will  be  used  to  acquire  non-
residential   commercial   properties  (including   single-tenant
properties  in  the  restaurant and  retail  industry)  that  are
subject  to long-term triple net leases, the Partnership may  not
have  identified all of the properties for acquisition.  Whenever
a  reasonable probability arises that the Partnership will invest
in  any  other property, the property will be identified  in  the
next quarterly filing by the Partnership with the SEC, or if  the
property  is  very  material  to the Partnership,  in  a  current
filing.   Investors will not have an opportunity to evaluate  the
relevant  economic,  financial and other  factors  regarding  the
properties in which cash will be invested.  Investors  must  rely
upon  the  ability of the General Partners with  respect  to  the
investment  of  such cash and management of the  properties.   No
assurance can be given that the Partnership will be successful in
obtaining  suitable  investments or that the  objectives  of  the
Partnership will be achieved.

      Conflicts  of  Interest.  The General  Partners  and  their
Affiliates  provide substantially all of the management  services
to  the Partnership and have an interest in the Partnership.   In
addition,  the  General  Partners  manage  a  number   of   other
Partnerships  engaged in investment in net  leased  real  estate,
some  of which may have purchased, or may purchase in the future,
joint interests in the properties the Partnership acquires.   The
operation  of  the  Partnership  involves  various  conflicts  of
interest for the General Partners.

      Reliance  On Management.  Except for certain voting  rights
afforded  Limited Partners by the Limited Partnership  Agreement,
the  Limited Partners have no control over the management of  the
Partnership  or its properties, but must rely almost  exclusively
upon the General Partners.

      Financial  Position  of  General  Partners.   The  Managing
General  Partner, was formed in 1994 to serve as general  partner
of  AEI  Income  and  Growth  Fund XXI  Limited  Partnership,  an
affiliated  limited  partnership  with  substantially  the   same
structure  and  investment objectives as  the  Partnership.   The
Managing  General  Partner does not have substantial  net  worth.
The Individual General Partner, Robert P. Johnson, who represents
that  he  has  a  net  worth in excess of  $2,400,000,  has  been
involved  as  a general partner in public and private  net  lease
real  estate partnerships and energy partnerships for  more  than
twenty  years.   Mr. Johnson could become subject  to  claims  of
creditors for liabilities unrelated to the Partnership's business
in  an  amount  that could adversely affect the  Partnership.   A
substantial  portion  of  the assets of  the  Individual  General
Partner  consist of illiquid investments that were  valued  using
valuation  formulae  established  by,  and  which  are   believed
reasonable by, the Individual General Partner.  There can  be  no
assurance  that  such  assets could be sold  at  their  estimated
value.

      Death  or Withdrawal of General Partners.  In the event  of
the  death,  removal, bankruptcy or withdrawal  of  both  of  the
General  Partners, the Partnership will be dissolved.  While  the
Limited Partners may elect, under such circumstances, to continue
the  Partnership and its business with a new general partner, the
Limited Partners may not be able to find, or agree upon, a person
willing   to  act  as  general  partner.   In  such  event,   the
Partnership would be liquidated.  Sale of properties  under  such
circumstances  might not produce an advantageous  price  and  the
investors  might  suffer  adverse tax and economic  consequences.
The  Partnership  will not have the benefit of insurance  on  the
life of the Individual General Partner.

      Indemnification  of General Partners.   Under  the  Limited
Partnership Agreement, the General Partners are not liable to the
Partnership  or to the Limited Partners for any act  or  omission
that they determine in good faith is in the best interest of  the
Partnership,  except for acts of negligence  or  misconduct,  and
under certain circumstances the General Partners will be entitled
to indemnification from the Partnership for certain losses.

      Not  a  Real Estate Investment Trust or Investment Company.
The  Partnership is not a mutual fund or a real estate investment
trust and it will not operate in a manner as to be classified  as
an  "investment  company" for purposes of the Investment  Company
Act  of  1940.   The management and the investment practices  and
policies  of  the Partnership are not supervised or regulated  by
any federal or state authority.

       Representation   by   Attorneys  and   Accountants.    The
Partnership,  its Limited Partners and the General  Partners  are
not  represented  by  separate counsel.  The  legal  counsel  and
accountants for the Partnership have not been retained, and  will
not  be  available, to provide legal counseling or tax advice  to
investors.   Therefore, investors should retain their  own  legal
and tax advisors.

      No Market for Units/Restrictions on Transfer.  There is  no
public  market for the Units.  In addition, under section 9.1  of
the  Partnership  Agreement, Units may not  be  assigned  without
notice to and approval by the Managing General Partner.  Although
such approval is required when the assignment or transfer is  not
in  violation  of  the  Partnership  Agreement,  the  Partnership
Agreement places substantial restrictions on the form and  number
of transfers that may be made in order to retain the treatment of
the  Partnership as a partnership for income tax  purposes  under
Internal   Revenue   Service  definitions  of  "Publicly   Traded
Partnerships."

      Limited Liability.  Although investors are limited partners
in  a  limited  partnership, certain  events  under  the  Uniform
Limited  Partnership  Act can result in general  liability  being
imposed upon them.  For example, if a Limited Partner takes  part
in  control  of the business of the Partnership, he  or  she  may
become liable as a general partner.  Also, it is possible that  a
failure  on the part of the Partnership to file certain documents
in  some jurisdictions in which it operates may jeopardize  their
limited  liability.  Under the Minnesota Revised Uniform  Limited
Partnership Act, however, an investor generally will be liable to
a  Partnership  or its creditors only for any difference  between
such  investor's contributions to the capital of the  Partnership
and the amount of such contribution the investor has committed in
writing  to  make, for amounts or property wrongfully distributed
to  such investor by the Partnership, and for any return of  such
investor's contributions to the capital of the Partnership,  plus
interest, to the extent that a creditor extended credit or had  a
claim against the Partnership prior to such return.

      Repurchase  of  Units.  The Partnership Agreement  provides
that  Partners may tender Units to the Partnership for repurchase
by it commencing in 1998.  In 1998 and 1999, the repurchase price
will  be  equal to 80% of the Limited PartnerOs Adjusted  Capital
Contribution.  In each year thereafter the repurchase price  will
be  calculated by the General Partners twice a year based on  the
value  of  the  PartnershipOs assets.   The  Partnership  is  not
required, however, to repurchase Units in excess of five  percent
of  the  Units  outstanding in any year and is  not  required  to
repurchase   Units   if   such  repurchase   would   impair   the
Partnership's  ability  to  continue operations.  The  repurchase
price  for  any Units must be paid out of either (i)  Partnership
revenues  otherwise  distributable to Limited  Partners  or  (ii)
Partnership  borrowings.  Accordingly, to  the  extent  that  the
Partnership repurchases Units, distributions to remaining Limited
Partners  may  initially  be reduced.   Moreover,  there  may  be
circumstances  under  which Partnership revenues  and  borrowings
will be insufficient to fully fund such repurchases.

      Distributions of Capital.  During the acquisition phase  of
the  Partnership's  operations, the General  Partners  intend  to
distribute  all  interest  income earned  on  proceeds  that  are
temporarily invested.  To the extent that net operating  revenues
are  not  sufficient  to  fund all such distributions,  they  may
constitute a return of capital.

       Temporarily  Invested  Proceeds.   Pending  investment  in
properties, the offering proceeds will be invested in  short-term
government  securities or in insured deposits  with  a  financial
institution  and will earn interest at short-term deposit  rates.
The  amount invested in insured accounts may periodically  exceed
insurance  limits  and  there  can  be  no  assurance  that   the
Partnership would recover the full amount of the account  if  the
financial institution in which they are deposited were placed  in
receivership.   No such funds, however, will be invested  in  the
accounts of an institution with less than $100 million in  assets
or capital of less than seven percent of assets.

Risks Involved in Real Estate Transactions

       Risks   of   Real  Estate  Ownership.   The  Partnership's
investment  in  non-residential  commercial  properties  will  be
subject to the risks generally incident to the ownership of  real
property,   including   risks  related   to   national   economic
conditions,  changes in the investment climate for  real  estate,
changes  in  local market conditions, changes in interest  rates,
changes  in  real  estate  tax rates, other  operating  expenses,
governmental  rules  and fiscal policies, uninsured  losses,  the
financial  condition  of tenants, and other  factors  beyond  the
control  of  the General Partners.  The Partnership's  properties
are subject to the risk of the inability to retain tenants or  of
the default by tenants (and the inability to lease properties  to
new  tenants thereafter), which could result from adverse changes
in  local  real  estate  markets or other factors.   The  General
Partners  believe that because the Partnership will be  investing
in  triple net lease properties on an all-cash basis, some of the
general  risks associated with investments in real property  will
be reduced.

       No  Assurance  of  Property  Appreciation  or  Partnership
Profits.   There  is  no  assurance that  the  properties  to  be
acquired  by  the  Partnership will operate  at  a  profit,  will
appreciate  in  value,  or  will  be  sold  at  a  profit.    The
marketability  and value of each property will depend  upon  many
factors  beyond  the  control  of the  General  Partners.   Since
investments in real property are generally illiquid, there is  no
assurance that there will be a market for any property.

      Adequacy of Reserves.  Because the Partnership's properties
will  be subject to triple net leases, the General Partners  will
retain  only a small working capital reserve.  There  can  be  no
assurance that adequate reserves will be available.

      Tenant Default.  The financial failure of a tenant  of  the
Partnership  may cause a reduction in the Net Cash  Flow  of  the
Partnership and a decline in the value of the property leased  to
such tenant.  In the event of such default, there is no assurance
that  the Partnership would be able to find a new tenant for  the
property  at  the  same rental, or to sell the  property  without
incurring a loss.  Like most entities that invest in real estate,
prior   Partnerships  sponsored  by  Affiliates  of  the  General
Partners  have  purchased properties that  have  been  leased  to
tenants who have defaulted on lease obligations.  In the event of
the  bankruptcy of a tenant, there can be no assurance  that  the
Partnership could rapidly recover leased property from a  trustee
in  bankruptcy proceedings or that the Partnership would  receive
rent  in  such  proceedings sufficient to cover its expenses,  if
any,  with  respect to such property.  Bankruptcies  have  caused
several  months' interruption in rental payments from lessees  of
properties in some prior partnerships.

      Net  Leases. Net leases frequently give the tenant  greater
discretion  in the use of the property than do ordinary  property
leases  (e.g.,  with  respect  to rights  to  sublease,  to  make
alterations in the leased premises and to terminate the lease  in
certain  circumstances).  Although the value of  such  properties
might  be  adversely affected by the failure of tenants to  renew
such  leases,  the General Partners will attempt to  reduce  this
risk by entering into long-term leases of 10 or more years.

     Single Use Properties.  The properties which the Partnership
purchases  may  be designed or built primarily for  a  particular
tenant  such  as  a  specific  restaurant  franchisee.   If   the
Partnership holds such a property upon termination of  the  lease
and the tenant elects not to renew its lease, or if such a tenant
otherwise defaults on its lease obligations, the property may not
be readily marketable to a new tenant without substantial capital
improvements  or  remodeling.  Such  improvements  might  require
expenditure of funds otherwise available for distribution or  the
sale of the property at a lower price.

      The Restaurant and Retail Industry.  It is anticipated that
many  of the properties acquired or to be acquired will be leased
to  operators  in  the  restaurant  industry  or  in  the  retail
industry.   Both  of these industries are highly competitive  and
can  be affected by factors such as changes in regional or  local
economies,   seasonality  and  changes  in  consumer  preference.
Although  the General Partners will attempt to limit these  risks
by emphasizing acquisition of properties for cash that are leased
to  established national and regional companies, there can be  no
assurance  that  a downturn affecting such industries  would  not
have an adverse effect on the Partnership.

      Construction Lending.  The Partnership may advance funds to
certain   seller/lessees  prior  to  acquisition  to  assist   in
financing the construction of such properties.  Although  all  of
such   advances  will  be  secured  by  the  property   and   all
improvements  thereon, and although none of the ten public  funds
previously   sponsored  by  the  General   Partners   have   ever
experienced  a  default  on  a  construction  loan,  construction
lending  is  subject  to a number of risks.   Risks  incurred  by
owners    during    construction,   including   cost    overruns,
nonperforming  contractors, changes  in  construction  codes  and
changes in cost, can cause financial difficulty and increase  the
likelihood  of  default on a construction loan.   If  a  borrower
defaults  on  an  advance during construction, the  Partnership's
primary   recourse  is  to  foreclose  on  the  property.    Such
foreclosure  is  normally  subject to  a  period  of  redemption,
depending upon the applicable laws of the jurisdiction  in  which
the  property is located, of up to one year during which time the
Partnership  would  not be able to dispose of  the  property  and
during  which  time  the property would not produce  income.   In
addition, if the Partnership acquired title to a property through
foreclosure, there can be no assurance that the property could be
resold at a price equal to the principal amount of the loan.  If,
as  is  likely, the property were only partially complete at  the
time  of foreclosure, the Partnership might be required to expend
capital  to complete the property to enhance its sale.   Although
in  many  cases it is anticipated that the Partnership  may  have
recourse  against  an individual guarantor  in  the  event  of  a
default,  there  can  be no assurances that the  ability  of  the
guarantor  to  satisfy the default would not be impaired  by  the
same financial circumstances that caused the default.

      Sale  of  Properties  and Reinvestment  of  Proceeds.   The
General  Partners  may, from time to time,  sell  properties  and
reinvest   the  proceeds  therefrom  in  additional   net   lease
properties.  Limited Partners will not have the right to  receive
cash  upon sale of the properties other than cash representing  a
majority of the gain, and must rely on the ability of the General
Partners to find appropriate properties in which to reinvest such
proceeds.  Upon the final sale of all Partnership properties,  if
the Partnership provides financing to purchasers, the liquidation
of the Partnership could be delayed until such financing is fully
collected.

      Uninsured  Losses.  The General Partners will  arrange  for
comprehensive  insurance  coverage on the  properties.   However,
certain types of losses (generally of a catastrophic nature)  may
be either uninsurable or not economically insurable.  Should such
a disaster occur, the Partnership could suffer a complete loss of
capital  invested in, and any profits expected from, the affected
properties.

Federal Income Tax Risks

      Audits.   A  ruling from the Internal Revenue Service  (the
"Service")  has not been obtained with respect to any tax  aspect
of an investment in the Partnership.  Availability of certain tax
consequences intended to be realized by Limited Partners  may  be
challenged  upon audit by the Service.  Any adjustment  resulting
from an audit by the Service also could result in adjustments  to
the  tax  returns  of the Limited Partners and  may  lead  to  an
examination  of  other items unrelated to the Partnership  or  an
examination  of  prior tax returns.  Moreover,  Limited  Partners
could  incur substantial legal and accounting costs in connection
with  any challenge by the Service of the position taken  by  the
Partnership on its tax returns regardless of the outcome of  such
a challenge.

       Partnership   Allocations.   The   Partnership   Agreement
allocates  to  each  Partner  his or her  distributive  share  of
Partnership  tax  items.   Whether  such  allocations   will   be
respected for federal income tax purposes is governed by  Section
704(b)  of  the  Code  and  regulations  promulgated  thereunder.
Section704(b)  generally  requires that  Partnership  allocations
must have substantial economic effect.  The allocations contained
in  the  Partnership Agreement appear to satisfy the requirements
of regulations under Section 704(b) as to allocations that do not
cause  or  increase  a  deficit balance in  a  Partner's  capital
account.   Counsel for the Partnership has concluded,  therefore,
as  of  the date of this Prospectus, that it is more likely  than
not that the allocations under the Partnership Agreement will  be
recognized  for federal income tax purposes under Section  704(b)
of the Code so long as such conditions are satisfied.  Compliance
with the regulations depends, in certain cases, on the individual
tax  situations of the Partners, and counsel's opinion  does  not
extend to such situations.

       New   Tax   Legislation--Changes  in  Federal  Tax   Laws,
Regulations  and Interpretations Thereof.  Investors  should  not
rely  unduly  on the prospect that tax consequences  provided  by
existing law will continue to be afforded or that changes in  the
interpretation of applicable income tax laws will not be made  by
administrative or judicial action that will adversely affect  the
tax  consequences  of  an  investment in  the  Partnership.   Tax
benefits of an investment in the Partnership could be reduced  or
tax liabilities could be incurred by reason of changes in the tax
law.  Any legislative, administrative or judicial changes may  or
may  not be retroactive with respect to transactions entered into
prior to the effective date of such changes.

      Partnership Income.  For any year in which the  Partnership
has  taxable  net  income  or any gain  on  sale  of  properties,
individual  Partners will be required to report  their  allocable
share  of  such  income or gain, whether or not  net  cash  in  a
corresponding amount is distributed to them, on their federal and
state  tax  returns and will be liable for the payment  of  taxes
thereon.   Such  taxes could be greater than  cash  distributions
received  by  a  Partner  from  the  Partnership  for  the  year,
particularly  in years in which the Partnership sells  properties
and  reinvests  the proceeds therefrom or uses distributable  Net
Cash  Flow  to  repurchase Units.  Partners  participating  in  a
Distribution Reinvestment Plan will be required to report the net
income  from  the  Partnership that  might  otherwise  have  been
covered  by  distributions that are reinvested even  though  they
will not receive any cash from such distributions.

     Tax Liability Upon Sale or Disposition of Property or Units.
A  sale  or  other disposition of a property or a disposition  of
Units  by  a  Limited  Partner  may  result  in  substantial  tax
liability  to  such Limited Partner.  Furthermore, under  certain
circumstances,  the taxes payable by a Limited Partner  resulting
from  the sale of a property or from the disposition of Units  by
such  Limited  Partner could exceed the cash  available  to  such
Limited  Partner  from  such  sale  or  the  proceeds  from  such
disposition of Units.