10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:  June 30, 2011

Commission File Number:  000-29274

AEI INCOME & GROWTH FUND XXI LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

State of Minnesota	41-1789725
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
30 East 7th Street, Suite 1300 St. Paul, Minnesota 55101	(651) 227-7333
(Address of principal executive offices)	(Registrant’s telephone number)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     x Yes    o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     o Yes    o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

o Large accelerated filer	o Accelerated filer
o Non-accelerated filer	x Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     o Yes    x No

EXPLANATORY NOTE

The sole purpose of this Amendment to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2011 (the "10-Q") is to furnish the Interactive Data File exhibits required by Item 601(b)(101) of Regulation S-K.  No other changes have been made to the 10-Q, and this Amendment has not been updated to reflect events occurrring subsequent to the filing of the 10-Q. 

ITEM 6.  EXHIBITS.

31.1 Certification of Chief Executive Officer of Managing Member pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2 Certification of Chief Financial Officer of Managing Member pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.*

32 Certification of Chief Executive Officer and Chief Financial Officer of Managing Member pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*  

101.ins Instance Document**

101.def XBRL Taxonomy Extension Definition Linkbase Document**

101.sch XBRL Taxonomy Extension Schema Document**

101.cal XBRL Taxonomy Extension Calculation Linkbase Document**

101.lab XBRL Taxonomy Extension Label Linkbase Document**

101.pre XBRL Tasonomy Extension Presentation Linkbase Document**

*  Filed with the 10-Q

**Furnished, not filed, herewith

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 thereunto duly authorized.

Dated:  August 15, 2011	AEI Income & Growth Fund XXI
	Limited Partnership
	By:	AEI Fund Management XXI, Inc.
	Its:	Managing General Partner
	By:	/s/ROBERT P JOHNSON
		Robert P. Johnson
		President
		(Principal Executive Officer)
	By:	/s/PATRICK W KEENE
		Patrick W. Keene
		Chief Financial Officer
		(Principal Accounting Officer)

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Balance Sheet Parenthetical (USD $)	Jun. 30, 2011	Dec. 31, 2010
PARTNERS' CAPITAL (DEFICIT)
Limited Partners, unit value (in dollars per share)	$ 1,000	$ 1,000
Limited Partners, units authorized (in shares)	24,000	24,000
Limited Partners, units issued (in shares)	24,000	24,000
Limited Partners, units outstanding (in shares)	22,674	22,674

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Statement of Income (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Statement of Inome [Abstract]
RENTAL INCOME	$ 326,463	$ 299,876	$ 652,598	$ 596,212
EXPENSES:
Partnership Administration - Affiliates	58,583	56,121	115,381	112,815
Partnership Administration and Property Management - Unrelated Parties	13,325	9,770	25,599	21,699
Depreciation	122,864	111,434	245,728	222,868
Total Expenses	194,772	177,325	386,708	357,382
OPERATING INCOME	131,691	122,551	265,890	238,830
OTHER INCOME:
Interest Income	2,479	4,000	3,567	6,374
INCOME FROM CONTINUING OPERATIONS	134,170	126,551	269,457	245,204
Income from Discontinued Operations	17,156	125,311	418,864	242,452
NET INCOME	151,326	251,862	688,321	487,656
NET INCOME (LOSS) ALLOCATED:
General Partners	1,558	3,770	6,928	6,270
Limited Partners	149,768	248,092	681,393	481,386
Total	$ 151,326	$ 251,862	$ 688,321	$ 487,656
INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT:
Continuing Operations	$ 5.86	$ 5.50	$ 11.77	$ 10.66
Discontinued Operations	$ 0.75	$ 5.39	$ 18.28	$ 10.47
Total	$ 6.61	$ 10.89	$ 30.05	$ 21.13
Weighted Average Units Outstanding - Basic and Diluted	22,674	22,779	22,674	22,779

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Document And Entity Information (USD $)	6 Months Ended
	Jun. 30, 2011
Entity Registrant Name	AEI INCOME & GROWTH FUND XXI LTD PARTNERSHIP
Entity Central Index Key	0000931755
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float	$ 0
Entity Common Stock, Shares Outstanding	22,674
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011

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Discontinued Operations

6 Months Ended

Jun. 30, 2011

Discontinued Operations [Abstract]

Discontinued Operations

(6)  Discontinued Operations –

During 2010, the Partnership sold 33.6699% of the KinderCare daycare center in Ballwin, Missouri, in three separate transactions, to unrelated third parties.  The Partnership received total net sale proceeds of $674,196, which resulted in a net gain of $265,907.  The cost and related accumulated depreciation of the interests sold was $511,034 and $102,745, respectively.  For the six months ended June 30, 2010, the net gain was $170,578.

On March 25, 2011, the Partnership sold its remaining 44.5116% interest in the KinderCare daycare center in Ballwin, Missouri, in two separate transactions, to unrelated third parties.  The Partnership received total net sale proceeds of $902,133, which resulted in a net gain of $362,374.  The cost and related accumulated depreciation of the interests sold was $675,587 and $135,828, respectively.  At December 31, 2010, the property was classified as Real Estate Held for Sale with a carrying value of $539,759.

In December 2009, the Partnership entered into an agreement to sell the Tumbleweed restaurant in Fort Wayne, Indiana to an unrelated third party.  On March 12, 2010, the sale closed with the Partnership receiving net sale proceeds of $428,016, which resulted in a net loss of $11,984.  At the time of sale, the cost and related accumulated depreciation was $727,476 and $287,476, respectively.

On January 19, 2011, the Partnership sold its remaining .1534% interest in the Champps Americana restaurant in Livonia, Michigan to an unrelated third party.  The Partnership received net sale proceeds of $7,861, which resulted in a net gain of $3,904.  The cost and related accumulated depreciation of the interest sold was $6,366 and $2,409, respectively.  At December 31, 2010, the property was classified as Real Estate Held for Sale with a carrying value of $3,957.

The Partnership is attempting to sell its 20.4025% interest in the Winn-Dixie store in Panama City, Florida.  At June 30, 2011 and December 31, 2010, the property was classified as Real Estate Held for Sale with a carrying value of $785,099.

During the first six months of 2011 and 2010, the Partnership distributed net sale proceeds of $20,105 and $37,875 to the Limited and General Partners as part of their quarterly distributions, which represented a return of capital of $0.88 and $1.64 per Limited Partnership Unit, respectively.  The Partnership anticipates the remaining net sale proceeds will either be reinvested in additional property or distributed to the Partners in the future.

The financial results for these properties are reflected as Discontinued Operations in the accompanying financial statements.  The following are the results of discontinued operations for the periods ended June 30:

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Rental Income	$	19,077		$	43,377		$	54,507		$	93,499
Property Management Expenses		(1,921	)		(1,481	)		(1,921	)		(9,551	)
Depreciation		0			(45	)		0			(90	)
Gain on Disposal of Real Estate		0			83,460			366,278			158,594
Income from Discontinued Operations	$	17,156		$	125,311		$	418,864		$	242,452

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Organization

6 Months Ended

Jun. 30, 2011

Organization [Abstract]

Organization

(2)  Organization –

AEI Income & Growth Fund XXI Limited Partnership (“Partnership”) was formed to acquire and lease commercial properties to operating tenants.  The Partnership's operations are managed by AEI Fund Management XXI, Inc. (“AFM”), the Managing General Partner.  Robert P. Johnson, the President and sole director of AFM, serves as the Individual General Partner.  AFM is a wholly owned subsidiary of AEI Capital Corporation of which Mr. Johnson is the majority shareholder.  AEI Fund Management, Inc. (“AEI”), an affiliate of AFM, performs the administrative and operating functions for the Partnership.

The terms of the Partnership offering called for a subscription price of $1,000 per Limited Partnership Unit, payable on acceptance of the offer.  The Partnership commenced operations on April 14, 1995 when minimum subscriptions of 1,500 Limited Partnership Units ($1,500,000) were accepted.  On January 31, 1997, the offering terminated when the maximum subscription limit of 24,000 Limited Partnership Units was reached.  Under the terms of the Limited Partnership Agreement, the Limited Partners and General Partners contributed funds of $24,000,000 and $1,000, respectively.

During operations, any Net Cash Flow, as defined, which the General Partners determine to distribute will be distributed 90% to the Limited Partners and 10% to the General Partners; provided, however, that such distributions to the General Partners will be subordinated to the Limited Partners first receiving an annual, noncumulative distribution of Net Cash Flow equal to 10% of their Adjusted Capital Contribution, as defined, and, provided further, that in no event will the General Partners receive less than 1% of such Net Cash Flow per annum.  Distributions to Limited Partners will be made pro rata by Units.

Any Net Proceeds of Sale, as defined, from the sale or financing of properties which the General Partners determine to distribute will, after provisions for debts and reserves, be paid in the following manner: (i) first, 99% to the Limited Partners and 1% to the General Partners until the Limited Partners receive an amount equal to: (a) their Adjusted Capital Contribution plus (b) an amount equal to 10% of their Adjusted Capital Contribution per annum, cumulative but not compounded, to the extent not previously distributed from Net Cash Flow;  (ii) any remaining balance will be distributed 90% to the Limited Partners and 10% to the General Partners.  Distributions to the Limited Partners will be made pro rata by Units.

For tax purposes, profits from operations, other than profits attributable to the sale, exchange, financing, refinancing or other disposition of property, will be allocated first in the same ratio in which, and to the extent, Net Cash Flow is distributed to the Partners for such year.  Any additional profits will be allocated in the same ratio as the last dollar of Net Cash Flow is distributed.  Net losses from operations will be allocated 99% to the Limited Partners and 1% to the General Partners.

For tax purposes, profits arising from the sale, financing, or other disposition of property will be allocated in accordance with the Partnership Agreement as follows: (i) first, to those partners with deficit balances in their capital accounts in an amount equal to the sum of such deficit balances; (ii) second, 99% to the Limited Partners and 1% to the General Partners until the aggregate balance in the Limited Partners' capital accounts equals the sum of the Limited Partners' Adjusted Capital Contributions plus an amount equal to 10% of their Adjusted Capital Contributions per annum, cumulative but not compounded, to the extent not previously allocated; (iii) third, the balance of any remaining gain will then be allocated 90% to the Limited Partners and 10% to the General Partners.  Losses will be allocated 98% to the Limited Partners and 2% to the General Partners.

The General Partners are not required to currently fund a deficit capital balance.  Upon liquidation of the Partnership or withdrawal by a General Partner, the General Partners will contribute to the Partnership an amount equal to the lesser of the deficit balances in their capital accounts or 1% of total Limited Partners' and General Partners' capital contributions.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2011

Fair Value Measurements [Abstract]

Fair Value Measurements

(7)  Fair Value Measurements –

As of June 30, 2011, the Partnership had no assets or liabilities measured at fair value on a recurring basis or nonrecurring basis.

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Statement of Changes in Partners' Capital (USD $)	Total	General Partner [Member]	Limited Partner [Member]
BALANCE at Dec. 31, 2009	$ 16,567,031	$ 1,319	$ 16,565,712
Balance (in shares) at Dec. 31, 2009			22,779.11
Related Party Transaction [Line Items]
Distributions Declared	(589,895)	(5,899)	(583,996)
Net Income	487,656	6,270	481,386
BALANCE at Jun. 30, 2010	16,464,792	1,690	16,463,102
Balance (in shares) at Jun. 30, 2010			22,779.11
BALANCE at Dec. 31, 2010	16,240,415	2,613	16,237,802
Balance (in shares) at Dec. 31, 2010	22,674		22,673.61
Related Party Transaction [Line Items]
Distributions Declared	(587,877)	(5,879)	(581,998)
Net Income	688,321	6,928	681,393
BALANCE at Jun. 30, 2011	$ 16,340,859	$ 3,662	$ 16,337,197
Balance (in shares) at Jun. 30, 2011	22,674		22,673.61

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Reclassification

6 Months Ended

Jun. 30, 2011

Reclassification [Abstract]

Reclassification

(3)  Reclassification –

Certain items related to discontinued operations in the prior year’s financial statements have been reclassified to conform to 2011 presentation.  These reclassifications had no effect on Partners’ capital, net income or cash flows.

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Investments in Real Estate

6 Months Ended

Jun. 30, 2011

Investments in Real Estate [Abstract]

Investments in Real Estate

(4)  Investments in Real Estate –

On October 20, 2010, the Partnership purchased a 39% interest in a Scott & White Clinic in College Station, Texas for $1,433,468.  The Partnership incurred $31,422 of acquisition expenses related to the purchase that were expensed.  The property is leased to Scott & White Healthcare under a Lease Agreement with a remaining primary term of 9.7 years (as of the date of purchase) and initial annual rent of $120,120 for the interest purchased.  The remaining interests in the property were purchased by AEI Net Lease Income & Growth Fund XX Limited Partnership and AEI Income & Growth Fund 25 LLC, affiliates of the Partnership.

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Payable to AEI Fund Management, Inc.

6 Months Ended

Jun. 30, 2011

Payable to AEI Fund Management, Inc. [Abstract]

Payable to AEI Fund Management, Inc.

(5)  Payable to AEI Fund Management, Inc. –

AEI Fund Management, Inc. performs the administrative and operating functions for the Partnership.  The payable to AEI Fund Management represents the balance due for those services.  This balance is non-interest bearing and unsecured and is to be paid in the normal course of business.

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Statement of Cash Flows (USD $)	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$ 688,321	$ 487,656
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation	245,728	222,958
Gain on Sale of Real Estate	(366,278)	(158,594)
(Increase) Decrease in Receivables	0	10,734
Increase (Decrease) in Payable to AEI Fund Management, Inc.	(6,225)	(40,680)
Increase (Decrease) in Unearned Rent	35,810	16,537
Total Adjustments	(90,965)	50,955
Net Cash Provided By Operating Activities	597,356	538,611
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from Sale of Real Estate	909,994	860,167
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions Paid to Partners	(588,888)	(589,894)
NET INCREASE (DECREASE) IN CASH	918,462	808,884
CASH, beginning of period	514,889	1,008,743
CASH, end of period	$ 1,433,351	$ 1,817,627

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Basis of Accounting

6 Months Ended

Jun. 30, 2011

Basis of Accounting [Abstract]

Basis of Accounting

(1)  The condensed statements included herein have been prepared by the registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results of operations for the interim period, on a basis consistent with the annual audited statements.  The adjustments made to these condensed statements consist only of normal recurring adjustments.  Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the registrant believes that the disclosures are adequate to make the information presented not misleading.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and the summary of significant accounting policies and notes thereto included in the registrant’s latest annual report on Form 10-K.

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Balance Sheet (USD $)	Jun. 30, 2011	Dec. 31, 2010
CURRENT ASSETS:
Cash	$ 1,433,351	$ 514,889
REAL ESTATE HELD FOR INVESTMENT:
Land	4,413,700	4,413,700
Buildings and Equipment	12,286,382	12,286,382
Accumulated Depreciation	(2,202,613)	(1,956,885)
Real Estate Held for Investment, Net	14,497,469	14,743,197
Real Estate Held for Sale	785,099	1,328,815
Total Real Estate	15,282,568	16,072,012
Total Assets	16,715,919	16,586,901
CURRENT LIABILITIES:
Payable to AEI Fund Management, Inc.	18,302	24,527
Distributions Payable	293,938	294,949
Unearned Rent	62,820	27,010
Total Current Liabilities	375,060	346,486
PARTNERS' CAPITAL (DEFICIT):
General Partners	3,662	2,613
Limited Partners, $1,000 per Unit; 24,000 Units authorized and issued; 22,674 Units outstanding	16,337,197	16,237,802
Total Partners' Capital	16,340,859	16,240,415
Total Liabilities and Partners' Capital	$ 16,715,919	$ 16,586,901