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)  May 19, 1998
                              
                              
      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  May  19, 1998, the Partnership purchased a  newly
constructed   Champps  Americana  restaurant   in   Livonia,
Michigan  from  Champps  Americana,  Inc.   The  total  cash
purchase  price  of the land and building was  approximately
$4,087,000.  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, 1997, the Partnership's
             Investments   in   Real   Estate   would   have
             increased by $4,087,000 and its Current  Assets
             (cash)  would  have decreased by  approximately
             $4,087,000.
          
             The  Total  Income  for the  Partnership  would
             have  increased from $1,513,094  to  $1,891,988
             for  the year ended December 31, 1997 and  from
             $452,487  to  $489,812 for three  months  ended
             March  31,  1998 if the Partnership  had  owned
             the property during the periods.
          
             Depreciation  Expense would have  increased  by
             $134,354   and  $33,588  for  the  year   ended
             December  31,  1997 and the three months  ended
             March 31, 1998, respectively.
          
             The  net  effect of these proforma  adjustments
             would  have caused Net Income to increase  from
             $439,239  to  $683,779  and  from  $428,911  to
             $432,648,  which  would have  resulted  in  Net
             Income   of  $28.30  and  $17.97  per   Limited
             Partnership  Unit  outstanding  for  the   year
             ended  December 31, 1997 and the  three  months
             ended March 31, 1998, respectively.
          
         (c) Exhibits
          
             Exhibit  10.1 - Net  Lease  Agreement  dated 
                             July  8,  1997  between  the
                             Partnership and Champps  Americana,
                             Inc.  relating to the  property  at
                             19470   Haggerty   Road,   Livonia,
                             Michigan      (incorporated      by
                             reference to Exhibit 10.2  of  Form
                             10-QSB  filed  with the  Commission
                             on August 5, 1997).
          
             Exhibit  10.2 - First Amendment  to
                             Net  Lease Agreement dated May  19,
                             1998  between  the Partnership  and
                             Champps  Americana,  Inc.  relating
                             to  the  property at 19470 Haggerty
                             Road, Livonia, Michigan.


                         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 16, 1998         /s/ Mark E Larson
                            By:  Mark E. Larson
                            Its Chief Financial Officer
                            (Principal Accounting and
                            Financial Officer)