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) December 31, 1997
                              
                              
      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)
                              
                              
                              
                              
          33-85076C                     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  December  31, 1997, the Partnership  purchased  a
49.6%  interest  in  a newly constructed  Champps  Americana
restaurant  in Schaumburg, Illinois from Champps  Americana,
Inc.  The total cash purchase price of the land and building
was  approximately  $4,435,083.  The remaining  interest  is
owned  by  Net  Lease  Income &  Growth  Fund  84-A  Limited
Partnership  and  AEI  Net Lease Income  &  Growth  Fund  XX
Limited Partnership, affiliates of the Partnership.  Champps
Americana, Inc. is not affiliated with the Partnership.

       The  cash, used in purchasing the property, was  from
the proceeds of sale of Limited Partnership Units.

Item 7.  Financial Statements and Exhibits.

          (a)  Financial statements of businesses acquired.  
               Not Applicable. Property was newly constructed.
          
          (b)  A  limited  number of proforma adjustments  are
               required  to  illustrate  the  effects  of  the
               transaction  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
             property  on January 1, 1996, the Partnership's
             Investments   in   Real   Estate   would   have
             increased by approximately $2,199,801  and  its
             Current  Assets (cash) would have decreased  by
             approximately $2,199,801 at December  31,  1996
             and September 30, 1997.
          
             The  Total  Income  for the  Partnership  would
             have  increased from $1,341,753  to  $1,578,232
             for  the year ended December 31, 1996 and  from
             $1,098,273 to $1,275,632 for nine months  ended
             SeptemberE30,  1997  if  the  Partnership   had
             owned the property during the periods.
          
             Depreciation  Expense would have  increased  by
             $115,721   and  $86,791  for  the  year   ended
             December  31,  1996 and the nine  months  ended
             September 30, 1997, respectively.
          
             The  net  effect of these proforma  adjustments
             would  have caused Net Income to increase  from
             $912,232  to  $1,032,990 and from  $703,500  to
             $794,068,  which  would have  resulted  in  Net
             Income   of  $58.64  and  $32.82  per   Limited
             Partnership  Unit  outstanding  for  the   year
             ended  December  31, 1996 and the  nine  months
             ended SeptemberE30, 1997, respectively.
          
         (c) Exhibits
          
               Exhibit  10.1 - Net Lease Agreement
                               dated  April  21, 1997 between  the
                               Partnership,  AEI Net Lease  Income
                               &    Growth    Fund   XX    Limited
                               Partnership,  Net  Lease  Income  &
                               Growth   Fund  84-A,  and   Champps
                               Americana,  Inc.  relating  to  the
                               property   at   955   Golf    Road,
                               Schaumburg,  Illinois (incorporated
                               by  reference  to Exhibit  10.2  of
                               Form   10-QSB   filed   with    the
                               Commission on May 13, 1997).
          
               Exhibit  10.2 - First Amendment  to
                               Net  Lease Agreement dated December
                               31,  1997  between the Partnership,
                               AEI  Net Lease Income & Growth Fund
                               XX  Limited Partnership, Net  Lease
                               Income  &  Growth  Fund  84-A,  and
                               Champps  Americana,  Inc.  relating
                               to  the property at 955 Golf  Road,
                               Schaumburg, Illinois.


                         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:  January 5, 1998       /s/ Mark E Larson
                            By:  Mark E. Larson
                                 Its Chief Financial Officer
                                 (Principal Accounting and
                                 Financial Officer)