UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION

                   Washington, D.C. 20549


                          FORM 8-K


                       CURRENT REPORT

             PURSUANT TO SECTION 13 OR 15(d) OF
           THE SECURITIES AND EXCHANGE ACT OF 1934


 Date of Report (Date of Earliest Event Reported)  June 14,2002


      AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP
   (Exact Name of Registrant as Specified in its Charter)

                     State of Minnesota
      (State or other Jurisdiction of Incorporation or
                        Organization)




           0-29274                      41-1789725
   (Commission File Number)          (I.R.S. Employer
                                   Identification No.)


   1300 Minnesota World Trade Center, St. Paul, Minnesota
                            55101
          (Address of Principal Executive Offices)


                        (612) 227-7333
    (Registrant's telephone number, including area code)



 (Former name or former address, if changed since last report)



Item 2.   Acquisition or Disposition of Assets.

       On  June  14,  2002, the Partnership purchased  three
recently  constructed Children's World daycare centers  from
ARAMARK  Educational  Resources, Inc.   The  properties  are
located   in  Andover,  Minnesota,  Ballwin,  Missouri   and
Kimberly, Wisconsin.  The total cash purchase price  of  the
land  and  buildings was approximately $4,163,000.   ARAMARK
Educational  Resources,  Inc. is  not  affiliated  with  the
Partnership.

       The cash, used in purchasing the properties, was from
the proceeds of the sale of properties.

Item 7.   Financial Statements and Exhibits.

         (a) Financial statements of businesses acquired.  -
             Not Applicable.

         (b) A  limited  number of proforma adjustments  are
             required  to  illustrate  the  effects  of  the
             transactions  on the balance sheet  and  income
             statement.      The     following     narrative
             description  is  furnished  in  lieu   of   the
             proforma statements:

             Assuming  the  Partnership  had  acquired   the
             properties    on   January   1,    2001,    the
             Partnership's Investments in Real Estate  would
             have  increased by $4,163,000 and  its  Current
             Assets   (cash)   would   have   decreased   by
             $4,163,000.

             The  Total  Income  for the  Partnership  would
             have  increased from $1,843,888  to  $2,237,292
             for  the year ended December 31, 2001 and  from
             $401,697  to  $500,048 for three  months  ended
             March  31,  2002 if the Partnership  had  owned
             the properties during the periods.

             Depreciation  Expense would have  increased  by
             $136,481   and  $34,120  for  the  year   ended
             December  31,  2001 and the three months  ended
             March 31, 2002, respectively.

             The  net  effect of these proforma  adjustments
             would  have caused Net Income to increase  from
             $2,202,226  to $2,459,149 and from $530,145  to
             $594,376,  which  would have  resulted  in  Net
             Income   of  $104.49  and  $25.33  per  Limited
             Partnership  Unit  outstanding  for  the   year
             ended  December 31, 2001 and the  three  months
             ended March 31, 2002, respectively.

         (c) Exhibits

                    Exhibit   10.1   -  Assignment   of
                    Purchase  and Sale Agreement  dated
                    May    24,    2002   between    the
                    Partnership    and     AEI     Fund
                    Management,  Inc. relating  to  the
                    property   at   1485  Bunker   Lake
                    Boulevard NW, Andover, Minnesota.
                    Exhibit   10.2   -  Assignment   of
                    Purchase  and Sale Agreement  dated
                    May    24,    2002   between    the
                    Partnership    and     AEI     Fund
                    Management,  Inc. relating  to  the
                    property  at  497  Big  Bend  Road,
                    Ballwin, Missouri.

                    Exhibit   10.3     Assignment    of
                    Purchase  and Sale Agreement  dated
                    May    24,    2002   between    the
                    Partnership    and     AEI     Fund
                    Management,  Inc. relating  to  the
                    property  at  749  Truman   Street,
                    Kimberly, Wisconsin.

                    Exhibit  10.4   Net Lease Agreement
                    dated  June  14, 2002  between  the
                    Partnership       and       ARAMARK
                    Educational     Resources,     Inc.
                    relating  to the property  at  1485
                    Bunker  Lake Boulevard NW, Andover,
                    Minnesota.

                    Exhibit  10.5   Net Lease Agreement
                    dated  June  14, 2002  between  the
                    Partnership       and       ARAMARK
                    Educational     Resources,     Inc.
                    relating  to  the property  at  497
                    Big Bend Road, Ballwin, Missouri.

                    Exhibit  10.6   Net Lease Agreement
                    dated  June  14, 2002  between  the
                    Partnership       and       ARAMARK
                    Educational     Resources,     Inc.
                    relating  to  the property  at  749
                    Truman       Street,      Kimberly,
                    Wisconsin.


                         SIGNATURES

     Pursuant to the requirements of the Securities Exchange
Act  of 1934, the registrant has duly caused this report  to
be  signed  on  its behalf by the undersigned hereunto  duly
authorized.

                               AEI INCOME & GROWTH FUND  XXI
                               LIMITED PARTNERSHIP

                               By:  AEI Fund Management XXI,Inc.
                               Its: Managing General Partner


Date:  June 18, 2002           By:  Mark E. Larson
                               Its  Chief Financial Officer
                                    (Principal Accounting and
                                    Financial Officer)