PROPERTY CO-TENANCY
                       OWNERSHIP AGREEMENT
            (Timber Lodge Steakhouse - St. Cloud, MN)


THIS CO-TENANCY AGREEMENT,

Made  and entered into as of the 19th day of November , 1999,  by
and  between  Marshall M. Kilduff, Trustee, and Pat  S.  Kilduff,
Trustee,  of  the Kilduff 1996 Revocable Trust,  dated  June  20,
1996,   (hereinafter called "Kilduff"), and AEI Real Estate  Fund
XVII   Limited  Partnership  (hereinafter  called  "Fund   XVII")
Kilduff, Fund XVII (and any other Owner in Fee where the  context
so indicates) being hereinafter sometimes collectively called "Co-
Tenants" and referred to in the neuter gender).

WITNESSETH:

WHEREAS,  Fund XVII presently owns an undivided 28.9611% interest
in  and  to,  and  Kilduff presently owns  an  undivided  9.5671%
interest  in  and to, and Kathleen DeVoe Hans presently  owns  an
undivided  11.9502%  interest in and to, and  Kenneth  F.  Cairns
presently owns an undivided 5.2581% interest in and to,  and  VTA
Building Company presently owns an undivided 11.9502% interest in
and  to, and the Catharine C. Whittenburg Testamentary Trust  for
J.A.  Whittenburg  IV  or  assigns presently  owns  an  undivided
11.9502%  interest in and to, and Charles R. Amos and  Sharon  L.
Amos,  Trustees of the Charles R. and Sharon L. Amos Family Trust
Dated  March  21,  1995,  presently owns  an  undivided  10.8030%
interest in and to, and W. E. and Hazel Mason of the Mason Living
Trust  presently own an undivided 9.5601% interest in and to  the
land,  situated in the City of St. Cloud, County of Stearns,  and
State  of  MN, (legally described upon Exhibit A attached  hereto
and  hereby  made  a part hereof) and in and to the  improvements
located thereon (hereinafter called "Premises");

WHEREAS,  The  parties  hereto wish to provide  for  the  orderly
operation  and management of the Premises and Kilduff's  interest
by Fund XVII; the continued leasing of space within the Premises;
for  the distribution of income from and the pro-rata sharing  in
expenses of the Premises.

NOW THEREFORE, in consideration of the purchase by Kilduff of  an
undivided  interest  in and to the Premises,  for  at  least  One
Dollar  ($1.00) and other good and valuable consideration by  the
parties  hereto  to  one another in hand paid,  the  receipt  and
sufficiency of which are hereby acknowledged, and of  the  mutual
covenants and agreements herein contained, it is hereby agreed by
and between the parties hereto, as follows:

1.    The  operation  and  management of the  Premises  shall  be
delegated  to  Fund XVII, or its designated agent, successors  or
assigns.  Provided, however, if Fund XVII shall sell all  of  its
interest in the Premises, the duties and obligations of Fund XVII
respecting  management  of  the Premises  as  set  forth  herein,
including but not limited to paragraphs 2, 3, and 4 hereof, shall
be exercised by the holder or holders of a majority undivided co-
tenancy interest in the Premises. Except as hereinafter expressly
provided to the contrary, each of the parties hereto agrees to be
bound  by  the  decisions  of  Fund  XVII  with  respect  to  all
administrative,  operational  and  management  matters   of   the
property  comprising the Premises, including but not  limited  to
the  management  of  the net lease agreement  for  the  Premises.
Kilduff  hereto  hereby designates Fund  XVII  as  its  sole  and
exclusive  agent  to deal with, and Fund XVII  retains  the  sole
right to deal with, any property agent or tenant and to negotiate
and  enter  into,  on terms and provisions satisfactory  to  Fund
XVII,  monitor, execute and enforce the terms of leases of  space
within the Premises, including but not limited to any amendments,
consents  to  assignment, sublet, releases  or  modifications  to
leases  or  guarantees  of  lease  or  easements  affecting   the
Premises, on behalf



Co-Tenant Initial: /s/ PSK /s/ MMK
Co-Tenancy Agreement for Timber Lodge-St. Cloud, MN


of  Kilduff.  As  long  as  Fund XVII owns  an  interest  in  the
Premises, only Fund XVII may obligate Kilduff with respect to any
expense for the Premises.

As  further set forth in paragraph 2 hereof, Fund XVII agrees  to
require  any lessee of the Premises to name Kilduff as an insured
or  additional insured in all insurance policies provided for, or
contemplated by, any lease on the Premises. Fund XVII  shall  use
its best efforts to obtain endorsements adding Co-Tenants to said
policies  from  lessee  within 30 days of  commencement  of  this
agreement. In any event, Fund XVII shall distribute any insurance
proceeds it may receive, to the extent consistent with any  lease
on  the  Premises,  to  the Co-Tenants  in  proportion  to  their
respective ownership of the Premises.

2.    Income and expenses shall be allocated among the Co-Tenants
in  proportion to their respective share(s) of ownership.  Shares
of  net income shall be pro-rated for any partial calendar  years
included within the term of this Agreement. Fund XVII may  offset
against,  pay to itself and deduct from any payment due to  under
this  Agreement,  and may pay to itself the amount  of  Kilduff's
share  of any reasonable expenses of the Premises which  are  not
paid by Kilduff to Fund XVII or its assigns, within ten (10) days
after  demand  by  Fund XVII. In the event there is  insufficient
operating income from which to deduct Kilduff's unpaid  share  of
operating  expenses,  Fund  XVII may pursue  any  and  all  legal
remedies for collection.

Operating  Expenses  shall include all normal operating  expense,
including  but not limited to: maintenance, utilities,  supplies,
labor, management, advertising and promotional expenses, salaries
and wages of rental and management personnel, leasing commissions
to  third  parties, a monthly accrual to pay insurance  premiums,
real  estate taxes, installments of special assessments  and  for
structural repairs and replacements, management fees, legal  fees
and accounting fees, but excluding all operating expenses paid by
tenant under terms of any lease agreement of the Premises.

Kilduff  has no requirement to, but has, nonetheless  elected  to
retain, and agrees to annually reimburse, Fund XVII in the amount
of  $570 for the expenses, direct and indirect, incurred by  Fund
XVII   in   providing  Kilduff  with  quarterly  accounting   and
distributions of Kilduff's share of net income and for  tracking,
reporting  and  assessing the calculation of Kilduff's  share  of
operating  expenses  incurred from  the  Premises.  This  invoice
amount   shall  be  pro-rated  for  partial  years  and   Kilduff
authorizes  Fund XVII to deduct such amount from Kilduff's  share
of   revenue  from  the  Premises.  Kilduff  may  terminate  this
agreement   in   this   paragraph   respecting   accounting   and
distributions  at any time and attempt to collect  its  share  of
rental  income directly from the tenant; however, enforcement  of
all  other provisions of the lease remains the sole right of Fund
XVII  pursuant to Section 1 hereof.  Fund XVII agrees to  perform
its  obligation under this paragraph throughout the term of  this
agreement.

3.    Full, accurate and complete books of account shall be  kept
in  accordance  with generally accepted accounting principles  at
Fund  XVII's  principal  office, and each  Co-Tenant  shall  have
access  to  such books and may inspect and copy any part  thereof
during  normal business hours. Within ninety (90) days after  the
end of each calendar year during the term hereof, Fund XVII shall
prepare  an  accurate income statement for the ownership  of  the
Premises for said calendar year and shall furnish copies  of  the
same to all Co-Tenants. Quarterly, as its share, Kilduff shall be
entitled  to  receive 9.5671% of all items of income and  expense
generated  by the Premises.  Upon receipt of said accounting,  if
the   payments  received  by  each  Co-Tenant  pursuant  to  this
Paragraph  3  do not equal, in the aggregate, the  amounts  which
each  are  entitled  to  receive proportional  to  its  share  of
ownership  with  respect  to  said  calendar  year  pursuant   to
Paragraph  2 hereof, an appropriate adjustment shall be  made  so
that each Co-Tenant receives the amount to which it is entitled.



Co-Tenant Initial: /s/ PSK /s/ MMK
Co-Tenancy Agreement for Timber Lodge-St. Cloud, MN



4.    If  Net Income from the Premises is less than $0.00  (i.e.,
the  Premises  operates  at a loss), or if capital  improvements,
repairs, and/or replacements, for which adequate reserves do  not
exist,  need  to  be made to the Premises, the  Co-Tenants,  upon
receipt  of  a  written request therefor from Fund  XVII,  shall,
within  fifteen (15) business days after receipt of notice,  make
payment to Fund XVII sufficient to pay said net operating  losses
and  to provide necessary operating capital for the premises  and
to   pay   for   said   capital  improvements,   repairs   and/or
replacements, all in proportion to their undivided  interests  in
and to the Premises.

5.    Co-Tenants  may, at any time, sell, finance,  or  otherwise
create  a lien upon their interest in the Premises but only  upon
their  interest  and not upon any part of the interest  held,  or
owned, by any other Co-Tenant.  All Co-Tenants reserve the  right
to escrow proceeds from a sale of their interests in the Premises
to obtain tax deferral by the purchase of replacement property.

6.    If any Co-Tenant shall be in default with respect to any of
its  obligations hereunder, and if said default is not  corrected
within  thirty  (30)  days after receipt by said  defaulting  Co-
Tenant  of written notice of said default, or within a reasonable
period  if  said default does not consist solely of a failure  to
pay money, the remaining Co-Tenant(s) may resort to any available
remedy to cure said default at law, in equity, or by statute.

7.    This Co-Tenancy agreement shall continue in full force  and
effect  and shall bind and inure to the benefit of the  Co-Tenant
and  their respective heirs, executors, administrators,  personal
representatives, successors and permitted assigns until  November
30,  2032  or upon the sale of the entire Premises in  accordance
with  the  terms hereof and proper disbursement of  the  proceeds
thereof,   whichever  shall  first  occur.   Unless  specifically
identified  as  a  personal contract right or obligation  herein,
this  agreement shall run with any interest in the  Property  and
with  the  title thereto. Once any person, party  or  entity  has
ceased  to  have an interest in fee in any portion of the  Entire
Property,  it  shall not be bound by, subject to or benefit  from
the  terms  hereof;  but  its  heirs, executors,  administrators,
personal representatives, successors or assigns, as the case  may
be, shall be substituted for it hereunder.

8.    Any notice or election required or permitted to be given or
served by any party hereto to, or upon any other, shall be  given
to  all known Co-Tenants and deemed given or served in accordance
with  the  provisions  of  this  Agreement,  if  said  notice  or
elections addressed as follows;

If to Fund XVII:

AEI Real Estate Fund XVII Limited Partnership
1300 Minnesota World Trade Center
30 E. Seventh Street
St. Paul, Minnesota  55101

If to Kilduff:

Marshall M. Kilduff, Trustee
Pat S. Kilduff, Trustee
321 Lake Street
San Francisco, CA  94118-1320

If to Hans:

Kathleen DeVoe Hans
310 Desert Meadow Court
Reno, NV  89502

Co-Tenant Initial: /s/ PSK /s/ MMK
Co-Tenancy Agreement for Timber Lodge-St. Cloud, MN


If to Cairns:

Kenneth F. Cairns
24600 SE Ladd Hill Road
Sherwood, OR  97140

If to VTA :

VTA Building Company
12825 Falcon Drive
Apple Valley, MN  55124

If to Amos:

Charles R. Amos and Sharon L. Amos, Trustees
30033 Knoll View Drive
Rancho Palos Verdes, CA  90275

If to Mason:

Mason Living Trust
136 Baltusrol Road
Franklin, TN  37069

If to Whittenburg

The Catharine C. Whittenburg Testamentary Trust for
J. A.  Whittenburg IV or Assigns
Post Office Box 26
Amarillo, TX  79105

Each mailed notice or election shall be deemed to have been given
to,  or served upon, the party to which addressed on the date the
same  is  deposited in the United States certified  mail,  return
receipt  requested,  postage prepaid, or given  to  a  nationally
recognized  courier  service guaranteeing overnight  delivery  as
properly addressed in the manner above provided. Any party hereto
may  change  its address for the service of notice  hereunder  by
delivering  written notice of said change to  the  other  parties
hereunder, in the manner above specified, at least ten (10)  days
prior to the effective date of said change.

9.    This  Agreement shall not create any partnership  or  joint
venture  among or between the Co-Tenants or any of them, and  the
only  relationship  among  and between the  Co-Tenants  hereunder
shall  be  that  of owners of the premises as tenants  in  common
subject to the terms hereof.

10.    The  unenforceability or invalidity of  any  provision  or
provisions  of  this Agreement as to any person or  circumstances
shall  not render that provision, nor any other provision hereof,
unenforceable or invalid as to any other person or circumstances,
and  all  provisions hereof, in all other respects, shall  remain
valid and enforceable.

11.   In  the  event  any litigation arises between  the  parties
hereto  relating  to  this Agreement, or any  of  the  provisions
hereof, the party prevailing in such action shall be entitled  to
receive  from the losing party, in addition to all other  relief,
remedies  and  damages  to  which it is otherwise  entitled,  all
reasonable  costs  and expenses, including reasonable  attorneys'
fees,  incurred by the prevailing party in connection  with  said
litigation.


Co-Tenant Initial: /s/ PSK /s/ MMK
Co-Tenancy Agreement for Timber Lodge-St. Cloud, MN


IN WITNESS WHEREOF, The parties hereto have caused this Agreement
to be executed and delivered, as of the day and year first above
written.

Kilduff

          By:/s/ Marshall M Kilduff Trustee
                 Marshall M. Kilduff, Trustee

          By:/s/ Pat S Kilduff Trustee
                 Pat S. Kilduff, Trustee

STATE OF CALIFORNIA)
                              ) ss
COUNTY OF SAN DIEGO )

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify  there  appeared  before  me  this  17th  day  of
November,  1999, Marshall Kilduff & Pat Kilduff who executed  the
foregoing instrument in said capacity.

                    /s/ June B Slayer
                        Notary Public            [notary seal]


Fund XVII  AEI Real Estate Fund XVII Limited Partnership

          By:  AEI Fund Management XVII, Inc., its corporate general partner

          By:/s/ Robert P Johnson
                 Robert P. Johnson, President

          WITNESS:

          /s/ Jill Rayburn

              Jill Rayburn
              (Print Name)


State of Minnesota )
                                   ) ss.
County of Ramsey  )

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify  there  appeared  before  me  this  19th  day  of
November,  1999,  Robert  P.  Johnson,  President  of  AEI   Fund
Management  XVII,  Inc., corporate general partner  of  AEI  Real
Estate  Fund XVII Limited Partnership who executed the  foregoing
instrument  in said capacity and on behalf of the corporation  in
its  capacity  as corporate general partner, on  behalf  of  said
limited partnership.

                              /s/ Linda A Bisdorf
                                   Notary Public


Co-Tenant Initial: /s/ PSK  /s/ MMK                   [notary seal]
Co-Tenancy Agreement for Timber Lodge-St. Cloud, MN




                                EXHIBIT A

           That  part  of  Lot  Two (2), Block  One  (1)  Fischer
     Additions, a duly recorded   plat   in  the   office  of the
     County Recorder/Registar   of  titles  in  Stearns   County,
     Minnesota, lying  North  of a line drawn parallel with  and
     327.20 feet Southerly  of,  as  measured at right angles  to,
     the most Northerly line of said Lot Two (2); together with
     the rights of ingress, egress, utilites easements  and such
     other rights which constitute an interest in real  property
     as created  in that  certain Easement and Maintenance
     Agreement dated Dec. 10,  1996,  file  of record Dec. 13,
     1996  as  Document No. 835857, and in torrens as Document
     No. 24060.